Common use of Release of Claims Clause in Contracts

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 8 contracts

Samples: Employment Agreement (Senior Care Industries Inc), Employment Agreement (Assisted Living Concepts Inc), Employment Agreement (Senior Care Industries Inc)

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Release of Claims. In return for consideration of the benefits conferred execution and delivery of this Amendment by the Bank, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Bank arising under the Employment Loan Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the Loan Documents, Employee, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Borrowers hereby irrevocably releases and forever discharges Company the Bank and each of its past, present and future affiliates, future parent companies, subsidiaries, predecessorssuccessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, representatives and insurersattorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Bank that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all claimsClaims and any loss, actionscost, causes of actionliability, disputesdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, liabilities preparing for, defending against, providing evidence or damages, producing documents in connection with or taking other action in respect of any kindcommenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, which may now exist or hereafter may be discoveredUNANTICIPATED OR MISUNDERSTOOD DEFENSES, specifically includingCLAIMS, but not limited toCONTRACTS, any and all claimsLIABILITIES, disputesINDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this AgreementWAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH BORROWER HEREBY WAIVES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT EMPLOYEE SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE AGAINST COMPANY AND UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEEFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Appears in 7 contracts

Samples: Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc)

Release of Claims. In return for The obligations of the benefits conferred Company under the Employment Agreement and this Agreement shall constitute the only obligations of the Company arising from a Good Reason Termination by Executive pursuant to Section 4 hereof. Additionally, upon any such termination, except for Executive’s rights and the obligations of the Company or the Subsidiary (which Employee acknowledges as the case may be) under Section 5 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his/her employment with the Company has no legal obligation to provide if Employee does not enter into this Agreement)or the Subsidiary or the termination thereof. Executive further agrees that, Employeeexcept for his/her rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 hereof, on behalf all demands, claims and causes of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsaction that Executive may have against, and each any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of their pastaffiliates , present and future shareholdersor any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and insurersthe obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 5 hereof, from any and all irrespective of whether or not such demands, claims, actions, causes of actionaction or rights arise or have arisen under (i) this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the termination Company or any of such employmentthe Company Related Parties, except for or (ii) any claim for payment employee or performance pursuant to the terms of this Agreement. This release includesexecutive benefit plans or programs, but is not limited toincluding any stock incentive or stock based compensation plans, or (iii) any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourstatutes or government regulations, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsotherwise, and any regulations under whether or not such lawsdemands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. This release Executive further covenants and agrees that such condition precedent shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 6 contracts

Samples: Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, [Executive] for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, or retirement plan because (iii) my right of Employee's prior employment indemnification as provided by, and in accordance with the terms of, the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER’s by-laws or a Company insurance policy providing such coverage, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEas any of such may be amended from time to time.

Appears in 6 contracts

Samples: Separation Agreement and General Release (Onconetix, Inc.), Employment Agreement (Blue Water Vaccines Inc.), Employment Agreement (Blue Water Vaccines Inc.)

Release of Claims. In return for a. I unconditionally and irrevocably release the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsCompany, and each all of their past, its past and present and future shareholders, officers, directors, employees, agents and agents, representatives, assigns, attorneys, insurers, subsidiaries, affiliates, predecessors, benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this Paragraph (hereinafter the “Released Parties”) from any and all known or unknown claims, charges, promises, actions, causes of actionor similar rights that I presently may have (“Claims”), disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, those relating in any and all claimsway to my employment, disputes, actions, causes of action, liabilities or damages, arising to my separation from or relating to Employee's employment with Company, or the termination of such employmentCompany as described in Paragraph 1 above, except for any claim for payment or performance pursuant to rights and claims expressly specified in Paragraph 2.b and the terms of this Agreementpayment(s) and benefits described in Paragraph 6. This includes a release includesof any rights or claims, but is not limited toif any, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might I may have under either federalthe Age Discrimination in Employment Act (“ADEA”), state or local law dealing with as amended, which prohibits age discrimination in employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, ; Title VII of the Civil Rights Act of 1964, as amended by the Age Discrimination Civil Rights Act of 1991, which prohibits discrimination in Employment employment based on race, color, national origin, religion or sex; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991, which requires equality in contractual relations without regard to race or national origin; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990, as amended, which prohibits discrimination against qualified individuals with disabilities; the Rehabilitation Act of 1973, which prohibits discrimination against the handicapped; the Employee Retirement Income Security Act, ; the Fair Labor Standards Act; the Family and Medical Leave Act; Executive Order 11246; the Genetic Information Nondiscrimination Act; the Federal Employers’ Liability Act; the Xxxxxxxx-Xxxxx Act; the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act; or any other federal, similar state laws, and any or local laws or regulations under such lawsprohibiting employment discrimination. This also includes a release shall not affect of any accrued rights Employee or claims I may have under the Worker Adjustment and Retraining Notification Act, its equivalent under state law, or any medical insurancesimilar law that requires, workers among other things, that advance notice be given of certain workforce reductions. This also includes a release of any rights or claims I may have for wrongful discharge; breach of contract, whether express or implied; termination of employment in violation of any public policy; any other tort or contract claim; any claim for labor protection, whether under conditions imposed by the Surface Transportation Board, its predecessor, or any labor agreement; any claim under any workers’ compensation law or retirement plan because any other claim for personal injury; and any other claim for relief of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany nature.

Appears in 5 contracts

Samples: Employment Separation Agreement, Employment Separation Agreement and Release (CSX Corp), Employment Separation Agreement and Release (CSX Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement (a) Each Loan Party hereby absolutely and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby unconditionally releases and forever discharges Company the Administrative Agent, each Lender, and its pastany and all participants, present and future affiliatesparent corporations, future parent companiessubsidiary corporations, subsidiariesaffiliated corporations, predecessorsinsurers, indemnitors, successors and assignsassigns thereof, and each together with all of their past, the present and future shareholdersformer directors, officers, directorsagents, employeesattorneys and employees of any of the foregoing (each, agents a “Releasee” and insurerscollectively, the “Releasees”), from any and all claims, actions, demands or causes of action, disputes, liabilities or damages, action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Agreement which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Agreement. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now exist be asserted or which may hereafter may be discovereddiscovered will affect in any manner the final, specifically includingabsolute and unconditional nature of the release set forth above. In connection with the releases set forth above, but not limited to, each Loan Party expressly and completely waives and relinquishes any and all claims, disputes, actions, causes of action, liabilities rights and benefits that it has or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance may ever have pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII Section 1542 of the Civil Rights Act Code of 1964the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the Age Discrimination in Employment Actmatters released herein. Section 1542 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, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, WHICH IF KNOWN BY HIM OR UNKNOWN, CONTINGENT HER MUST HAVE MATERIALLY AFFECTED HIS OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND HER SETTLEMENT WITH THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEDEBTOR.

Appears in 5 contracts

Samples: Forbearance Agreement, Credit Agreement and Waiver (Docusign Inc), Credit Agreement and Waiver (Docusign Inc)

Release of Claims. In return for I irrevocably and unconditionally release, acquit and discharge the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its pastofficers, present directors, employees and future agents, and all of its affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each all of their past, present and future shareholders, officers, directors, employeesemployees and agents (collectively, agents and insurers, the “Releasees”) from any and all claims, actions, claims or causes of action, disputessuits, liabilities or agreements, promises, damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actionscontroversies, causes contentions, differences, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever which I have ever had, now have or may have against the Releasees, in law, admiralty or equity, whether known or unknown to me, for, upon, or by reason of, any matter, action, liabilities omission, course or damagesthing whatsoever occurring up to the date this Release is signed by me, including without limitation, any claim arising from out of or relating related to Employee's my employment with Company, or the termination of such employment. I hereby waive any and all rights I may have, except directly or indirectly, now or at any time in the future of any nature, with respect to any claim, charge, or lawsuit, arising out of my employment and termination of employment up and through the date of the execution of this Release, including for purposes of obtaining any monetary award, reinstatement of employment or for any claim for payment or performance pursuant to the terms of equitable relief. I acknowledge that this Agreement. This release Release includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local laws prohibiting employment discrimination and all claims growing out of any legal restrictions on the Company’s right to terminate its employees including any common law dealing with employmentand/or breach of contract, contractwhistleblower, tort, wage or retaliation claims and hourall claims related to payment of compensation. This Release also specifically encompasses, or civil rights matterswithout limitation, includingall claims of employment discrimination based on race, but not limited tocolor, religion, sex, and national origin, as provided under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), all claims of discrimination based on age, as provided under the Age Discrimination in Employment ActAct of 1967, as amended, the Americans with Disabilities ActOlder Worker Benefit Protection Act ("ADEA"), all claims under the Employee Retirement Income Security Act (“ERISA”), all claims under the Family and Medical Leave Act (“FMLA”), all claims under the Fair Credit Reporting Act, similar all claims under the National Labor Relations Act, and all claims of employment discrimination under the Americans with Disabilities Act (“ADA”) under any law of the state lawsof Texas, including all claims but not limited to, the Texas Commission on Human Rights Act, (TCHRA”), The Texas Payday Act, and any regulations other applicable federal, state or local laws concerning my employment. I agree not to file any claim, charge or cause of action whatsoever against the Releasees concerning actions occurring during employment whether or not of an employment related matter. Notwithstanding the foregoing, I expressly do not waive any claims I may have (i) to enforce my rights to receive severance under such laws. This release shall not affect Section 6.4(a) of the Employment Agreement or my rights under Sections 4 and 5 of the Separation Agreement; (ii) to indemnification that I may have against any accrued rights Employee of the Releasees in connection with my service to the Company and its affiliates through the date of my termination of employment; or (iii) related to any coverage that I may have under any medical insurance, workers compensation directors and officers liability insurance policy maintained by the Company or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEits affiliates.

Appears in 5 contracts

Samples: Separation Agreement (Linn Energy, Inc.), Separation Agreement (Linn Energy, Inc.), Linn Energy, Inc.

Release of Claims. In return for Each of Borrower and the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)other Credit Parties hereby releases, Employeeremises, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases acquits and forever discharges Company each Lender, each Agent and its pastthe Issuing Bank (including any Person which is resigning or assuming such respective capacity) and each of their respective employees, present and future affiliatesagents, future parent companiesrepresentatives, subsidiariesconsultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations and each of their pastrelated corporate divisions (collectively, present and future shareholders, officers, directors, employees, agents and insurersthe “Released Parties”), from any and all claims, actions, causes of action, disputesjudgments, liabilities executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or damagesunknown, direct or indirect, at law or in equity, of any whatever nature or kind, which may now exist whether heretofore or hereafter may arising, for or because of any manner of things done, omitted or suffered to be discovereddone by any of the Released Parties prior to and including the date of execution hereof, specifically including, but not limited to, and in any and all claims, disputes, actions, causes way directly or indirectly arising out of action, liabilities any or damages, arising from or relating in any way connected to Employee's employment with Company, this Amendment or the termination other Loan Documents (collectively, the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 9 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such employmentBorrower or any other Credit Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters. EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, except for any claim for payment or performance pursuant to the terms of this AgreementUNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH OF BORROWER AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT EMPLOYEE SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE AGAINST COMPANY AND UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEEFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Appears in 5 contracts

Samples: Revolving Loan Agreement (Wheeling Pittsburgh Corp /De/), Revolving Loan Agreement (Esmark INC), Revolving Loan Agreement (Esmark INC)

Release of Claims. In return for The obligations of the benefits conferred Company under the Employment Agreement and this Agreement shall constitute the only obligations of the Company arising from a Good Reason Termination by Executive pursuant to Section 4 hereof. Additionally, upon any such termination, except for Executive’s rights and the obligations of the Company or the Bank (which Employee acknowledges as the case may be) under Section 5 hereof, none of the Company, the Bank or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his/her employment with the Company has no legal obligation to provide if Employee does not enter into this Agreement)or the Bank or the termination thereof. Executive further agrees that, Employeeexcept for his/her rights and the obligations of the Company or the Bank (as the case may be) under Section 5 hereof, on behalf all demands, claims and causes of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsaction that Executive may have against, and each any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Bank or any of their pastaffiliates , present and future shareholdersor any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and insurersthe obligations of the Company or Bank (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 5 hereof, from any and all irrespective of whether or not such demands, claims, actions, causes of actionaction or rights arise or have arisen under (i) this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the termination Company or any of such employmentthe Company Related Parties, except for or (ii) any claim for payment employee or performance pursuant to the terms of this Agreement. This release includesexecutive benefit plans or programs, but is not limited toincluding any stock incentive or stock based compensation plans, or (iii) any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourstatutes or government regulations, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsotherwise, and any regulations under whether or not such lawsdemands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. This release Executive further covenants and agrees that such condition precedent shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 5 contracts

Samples: Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.)

Release of Claims. In return for partial consideration of the payments and benefits conferred under described in Section 4 of the Amended and Restated Employment Agreement (the “Employment Agreement”) effective as of __________________, by and this Agreement between [______] (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Executive”) and Xxxxx Hockey, Inc., a Vermont corporation (the “Company”), Employeeto which Executive agrees Executive is not entitled until and unless he executes this Release, Executive, for and on behalf of Employee himself and Employee's heirs, executors, administrators, successors his heirs and assigns, subject to the last sentence of this Section 1, hereby waives and releases any employment, compensation or benefit-related common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and forever discharges unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its past, present affiliates and future affiliates, future parent companiestheir respective shareholders, subsidiaries, predecessorssuccessors, successors and assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurers(collectively, from any and all claimsthe “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Executive signs this Release (the “Employment Claims”), actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with laws pertaining to employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and hourthe Civil Rights Act of 1991, or civil rights matters, including, but not limited tothe Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsall as amended, and all other federal, state and local laws and regulations relating to employment, compensation or related benefits. By signing this Release, Executive acknowledges that he intends to waive and release any regulations rights known or unknown that he may have against the Releasees under such lawsthese and any other laws relating to employment, compensation or related benefits. This release Notwithstanding the foregoing, Executive does not release, discharge or waive, and the term “Employment Claims” shall not affect include: (i) any accrued claims or causes of action arising under or related to any failure by person or entity to perform or fulfill any obligation owed to Executive on or after the date hereof under the Employment Agreement or the terms of any equity award agreement, including without limitation any obligation under Section 4(d), (e) or (g) of the Employment Agreement (as applicable); or (ii) any claims or rights Employee to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Vermont or any medical insuranceother state of which any subsidiary or affiliate is a domiciliary, workers compensation or retirement plan because of Employee's prior employment with any indemnification agreement between Executive and the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; or (iii) any claims to vested benefits.

Appears in 4 contracts

Samples: Employment Agreement (Performance Sports Group Ltd.), Employment Agreement (Performance Sports Group Ltd.), Employment Agreement (Performance Sports Group Ltd.)

Release of Claims. In return Except solely for the benefits conferred under obligations of DBNY expressly set forth in this Amendment or the Employment Agreement DBNY Resignation and this Agreement Assignment Agreement, each of the Borrower and the other Loan Parties hereby unconditionally and irrevocably release, waive, acquit and discharge all liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “Claims”) which Employee acknowledges Company has no legal obligation any of them may have or claim to provide if Employee does have against DBNY (solely in its capacity as Administrative Agent, Swing Line Lender and Foreign Currency Fronting Lender (but not enter into this Agreementas a Lender)), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessors, successors affiliates and assigns, shareholders and each of their pastrespective agents, present and future shareholdersemployees, officers, directors, employeesrepresentatives, agents attorneys, successors and insurersassigns (in each case in its capacity as Administrative Agent, Swing Line Lender or Foreign Currency Fronting Lender (but not as a Lender), collectively, the “DB Released Parties”) by reason of any matter, cause or thing whatsoever occurring from the beginning of the world to the date hereof, in any manner related to Claims arising out of or in connection with the Loan Documents, any obligations thereunder or any other agreement or transaction contemplated thereby or any action taken in connection therewith and all foreign exchange forward and commodities hedging contracts entered into between Borrower and DBNY and assignees, if any, or any other agreement or transaction contemplated thereby or any action taken in connection therewith. Each of the Borrower and the other Loan Parties further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any DB Released Parties with respect to any and all claimsof the foregoing described or released, actionswaived, causes acquitted and discharged Claims or from exercising any right of action, disputes, liabilities recoupment or damages, setoff that it may have under a master netting agreement or otherwise against any DB Released Party with respect to Obligations under the Loan Documents. Each of any kind, which may now exist or hereafter may the DB Released Parties shall be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms a third party beneficiary of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 4 contracts

Samples: Pledge and Security Agreement, Pledge and Security Agreement (Jarden Corp), Pledge and Security Agreement (Jarden Corp)

Release of Claims. In return for consideration for, and as a condition of the benefits conferred and other consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you are not enter into this Agreement)otherwise entitled, Employee, on behalf of Employee you hereby generally and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges completely release the Company and its pastdirectors, present and future affiliatesofficers, future parent companiesemployees, subsidiariesshareholders, partners, agents, attorneys, predecessors, successors successors, parent and assignssubsidiary entities, insurers, affiliates, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, assigns (collectively “Released Party”) from any and all claims, actionsliabilities and obligations, causes both known and unknown, that arise out of actionor are in any way related to events, disputesacts, liabilities conduct, or damages, omissions occurring at any time prior to and including the date you sign this Agreement. This general release is to the maximum extent permitted by law and includes (without limitation) the following: (A) all claims arising out of or in any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating way related to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment or performance pursuant ; (B) all claims related to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional your compensation or benefits from the Company, including wages, salary, variable compensation, incentive payments, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (C) all claims for breach of contract, wrongful termination, and applies to breach of the implied covenant of good faith and fair dealing; (D) all tort claims, including (without limitation) claims that Employee might have under either for fraud, defamation, emotional distress, and discharge in violation of public policy; and (E) all federal, state or state, and local law dealing with employmentstatutory claims, contractincluding (without limitation) claims for discrimination, tortharassment, wage and hourretaliation, attorneys’ fees, or civil rights matters, including, but not limited to, Title VII of other claims arising under the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment ActAct of 1967 (as amended) (“ADEA”), the Americans with Disabilities Actfederal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act, similar state lawsAct of 1993 (as amended), and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any regulations Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such lawsa claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement. This Agreement includes a release shall of claims of discrimination and retaliation on the basis of workers’ compensation status, but does not affect include claims for workers’ compensation benefits. Excluded from this Agreement are any accrued rights Employee may have under claims that by law cannot be waived in a private agreement between employer and employee including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any medical insurancestate or local fair employment practices agency and the right for vested retirement benefits pursuant to any Company benefit plan. You waive, workers compensation however, any right to any monetary recovery or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother relief should the EEOC or any other agency pursue a claim on your behalf.

Appears in 4 contracts

Samples: Indemnification Agreement (Yahoo Inc), Indemnification Agreement (Yahoo Inc), Indemnification Agreement (Yahoo Inc)

Release of Claims. In return exchange for the payment/benefits conferred under to Employee of the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into consideration detailed in this Agreement), Employee, for and on behalf of Employee and Employee's ’s heirs, administrators, executors, administrators, successors and assigns, does hereby releases fully, forever, irrevocably and forever discharges Company unconditionally release and discharge NSM, including its past, past and present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, agents and insurersshareholders, from any representatives, attorneys, successors, assigns, and all claimspersons acting by, actionsthrough, causes under, or in concert with them (hereinafter collectively referred to as "Releasees"), for anything that has occurred up to the date of actionexecution of this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms Waiver and Release Agreement of any employment or benefit plan or contract. This includes all claims, disputesdemands, actionsrights, liabilities, and causes of actionaction of every nature and description whatsoever, liabilities whether known or damagesunknown, arising from or relating to Employee's employment with Companywhether in tort, contract, statute, rule, ordinance, order, regulation, or the termination of such employmentotherwise, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includesincluding, but is not limited towithout limitation, any claims that Employee might have for reemployment arising under or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based upon Title VII of the Civil Rights Act, as amended; the Civil Rights Act of 19641991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act, ; the Americans with Disabilities Act, as amended; the Family and Medical Leave Act, similar as amended; the Fair Credit Reporting Act; the Fair Labor Standards Act, as amended; the Equal Pay Act, as amended; the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes Oxley Act of 2002, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act) and amendments to those laws; all State and Local statutes that may be legally waived that employees could bring employment claims under, including any State or Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state lawsconstitutions; any and all claims pursuant to federal, state or local statute or ordinance; any and all claims pursuant to contract, quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or whether developed or undeveloped, up through the date of Employee’s execution of this Agreement. Employee does not release any claim which cannot be released by private agreement, such as unemployment compensation claims, workers’ compensation claims, claims of entitlement to vested benefits under any 401(k) plan or other ERISA-covered benefit plan provided by NSM, and claims after the Effective Date of this Agreement. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any regulations investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the Department of Justice or a comparable state or local enforcement agency. Notwithstanding the preceding sentence, Employee agrees to waive any right to recover monetary damages in connection with any charges filed by Employee or by anyone else on Employee’s behalf. To the fullest extent permitted by law, Employee further waives Employee’s right to participate in any collective or class action under the Fair Labor Standards Act or similar or state or local law, and Employee agrees to opt-out of any such laws. This release shall not affect any accrued rights collective or class action against NSM, to which Employee may have under any medical insurance, workers compensation be or retirement plan because become a party or class member. The preceding waivers do not include and employee has not waived Employee’s right to file an application for or to accept a whistleblower award from the SEC pursuant to Section 21F of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Exchange Act.

Appears in 4 contracts

Samples: Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.), Waiver and Release Agreement (Nationstar Mortgage Holdings Inc.)

Release of Claims. In return for FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the Employment “Separation Benefits”) to be provided to me in connection with the separation of my relationship with the Company, in accordance with the Agreement between Relmada Therapeutics, Inc. (the “Company”) and this Agreement me dated as August 5, 2015 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsparents, and stockholders, together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) the right to any equity awards that vested prior to or because of the termination of my employment, contractand/or (g) any actions to enforce the Agreement. Nothing herein shall be construed to limit my right to (1) respond accurately and fully to any question, tortinquiry or request for information when required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the Company before engaging in such communications. I acknowledge that, wage in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and hourthat are intended to survive separation from employment, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsAgreement. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.I further acknowledge that:

Appears in 3 contracts

Samples: Relmada Therapeutics, Inc., Relmada Therapeutics, Inc., Relmada Therapeutics, Inc.

Release of Claims. In return consideration for the benefits conferred under payment of the Employment Agreement Settlement Amount, as well as for other good and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)valuable consideration, Employeethe Named Plaintiffs, individually and as the duly authorized agents for the Collective Action Opt-In Plaintiffs in the Action, on behalf of Employee both the Named Plaintiffs, the Collective Action Opt-In Plaintiffs, and Employee's their dependents, heirs, executors, administrators, successors legal and/or personal representatives, successors, assigns and assignsagents, do hereby releases knowingly, voluntarily, unconditionally and irrevocably release and forever discharges Company discharge Xxxxxxxxx, Xxxx Chierchio, DiMiceli, Xxxx Xxxxxx, RCI, Liquid Plumbing Corp., Affinity Human Resources, LLC and its pasteach and every one of their divisions, present and future affiliates, future parent companies, subsidiaries, parents, franchisors, corporations under common ownership or control, related business entities, predecessors, successors and successors, management companies, assigns, and each of their past, present and future shareholders, officers, directors, trustees, employees, agents and insurersagents, shareholders, members, administrators, representatives, attorneys, insurers or fiduciaries, past, present or future (hereinafter referred to collectively as the “Releasees”), from any and all claims, actionsknown or unknown, causes of actionsuspected or unsuspected, disputesasserted or unasserted, liabilities or damagesarising under the FLSA, of any kindthe NYLL, which may now exist or hereafter may be discovered, specifically including, including but not limited toto the NYS Wage Theft Prevention Act, and any and all claimsother statutory, disputesregulatory and/or common law claims for alleged unpaid wages, actionsunpaid minimum wages, causes of actionunpaid overtime wages, liabilities or other compensation, liquidated damages, arising statutory damages and/or penalties, interest, costs and attorney’s fees, based upon any conduct occurring from or relating to Employee's employment with Company, or the termination beginning of such employment, except for any claim for payment or performance pursuant the world to the terms date of execution of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of To the Civil Rights Act of 1964fullest extent permitted by law, the Age Discrimination Named Plaintiffs and the Collective Action Opt-In Plaintiffs promise not to xxx or bring any charges, complaints or lawsuits related to the claims hereby waived and released against the Releasees in Employment Actthe future, individually or as members of a class or collective action. This waiver, release and promise not to xxx is binding upon the Americans with Disabilities Act, Named Plaintiffs and the Family and Medical Leave Act, similar state lawsCollective Action Opt- In Plaintiffs, and any regulations under such lawsupon each of their respective heirs, legal representatives and assigns. This release The provisions of this Paragraph (3) shall not affect apply to any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEOpt-Out Plaintiffs.

Appears in 3 contracts

Samples: Settlement Agreement, Settlement Agreement, Settlement Agreement

Release of Claims. In return for consideration of and subject to the benefits conferred performance by the Company and its subsidiaries and affiliates of its obligations under Section 10 of the Employment Agreement Agreement, entered into effective as of March 5, 2019 between you the Company, you agree on your own behalf and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee anyone claiming rights through you, to fully and Employee's heirsfinally release, executors, administrators, successors and assigns, hereby releases waive and forever discharges Company discharge the Company, its subsidiaries and its past, present and future other affiliates, future parent companiessuccessors, subsidiaries, predecessors, successors past and assigns, and each of their past, present and future shareholders, officers, directors, committees, employees, agents and insurers, agents, attorneys, associates and employee benefit plans (collectively “Released Parties”) from any and all claims, actions, demands or causes of actionaction arising out of facts or occurrences before and as of the date of this Release, disputeswhether known or unknown to you; however, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but you are not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising prohibited from or relating to Employee's employment with Company, or the termination of such employment, except pursuing claims for any claim for payment or performance pursuant employee benefit vested and accrued in your favor as of your Termination Date. You agree that this Release is intended to be broadly construed so as to resolve any pending and potential disputes between you and the Released Parties that you have up to the terms date of your acceptance of this Agreement. This release includesRelease, but is not limited to, any claims that Employee might have for reemployment whether such disputes are known or reinstatement or for additional compensation or benefits and applies unknown to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersyou, including, but not limited to, Title VII claims based on express or implied contract; any administrative agency action or proceeding to the extent allowed by law; any action arising in tort, including, but not limited to interference with contractual or business relationships, breach of the Civil Rights Act fiduciary duty, promissory or equitable estoppel, invasion of 1964privacy, libel, slander, defamation, intentional infliction of emotional distress, or negligence; any or all claims for wrongful discharge, breach of a covenant of good faith and fair dealing; and any and all claims including but not limited to those based on the Age Discrimination in Employment Act, the Americans with Disabilities Older Workers Benefit Protection Act, Title VII of the Civil Rights Act, the Civil Rights Act of 1991, the Employment Retirement Income Security Act, the Family and Medical Leave Act, similar the Americans With Disabilities Act, the State of Minnesota Human Rights Act, other applicable state laws, human rights laws and any regulations under such lawsother applicable federal, state, local or foreign law, regulation, ordinance or order. This The above release shall of claims does not affect include any accrued rights Employee claims that the law does not allow to be waived or any claims that may arise after the date you sign this Release, nor does it prohibit you from filing any charge or complaint with, or participating in any investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”). Notwithstanding the foregoing, you release and waive any right you may have under to obtain monetary relief or compensation awarded by the EEOC. You further agree to not voluntarily assist or participate in any medical insurancelawsuits brought by other individuals against the Released Party, workers compensation unless such assistance is requested by the Company or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Released Party.

Appears in 3 contracts

Samples: Employment Agreement (Agiliti, Inc. \De), Employment Agreement (Agiliti, Inc. \De), Employment Agreement (Agiliti, Inc. \De)

Release of Claims. In return consideration for entering into this agreement, the benefits conferred sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by the Bank arising under the Employment Loan Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the Loan Documents, Employee, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Borrowers hereby irrevocably releases and forever discharges Company the Bank and each of its past, present and future affiliates, future parent companies, subsidiaries, predecessorssuccessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, representatives and insurersattorneys (each, a “Released Person”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Borrowers may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever (collectively, “Claims”). Each Borrower jointly and severally represents and warrants to the Bank that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. The Borrowers shall jointly and severally indemnify, defend and hold harmless each Released Person from and against any and all claimsClaims and any loss, actionscost, causes of actionliability, disputesdamage or expense (including reasonable attorneys’ fees and expenses) incurred by any Released Person in investigating, liabilities preparing for, defending against, providing evidence or damages, producing documents in connection with or taking other action in respect of any kindcommenced or threatened Claim. EACH BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, which may now exist or hereafter may be discoveredUNANTICIPATED OR MISUNDERSTOOD DEFENSES, specifically includingCLAIMS, but not limited toCONTRACTS, any and all claimsLIABILITIES, disputesINDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this AgreementWAIVED AND DISCHARGED BY THIS AMENDMENT. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EACH BORROWER HEREBY WAIVES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP RELINQUISHES ALL RIGHTS AND CLAIMS BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR SUCH UNKNOWN, CONTINGENT UNANTICIPATED OR LIQUIDATEDMISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT EMPLOYEE SUCH LAWS MAY BE APPLICABLE, EACH BORROWER WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE AGAINST COMPANY AND UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEEFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

Appears in 3 contracts

Samples: Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc), Loan and Security Agreement (Lifeway Foods Inc)

Release of Claims. In return for You voluntarily and irrevocably release and discharge the benefits conferred under Company, each related or affiliated entity, employee benefit plans, and the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors successors, and assignsassigns of each of them, and each of their past, present respective current and future shareholders, former officers, directors, shareholders, employees, and agents and insurers, from (any and all of which are referred to as “Releasees”) generally from all charges, complaints, claims, actionspromises, agreements, causes of action, disputes, liabilities or damages, of and debts that relate in any kindmanner to your employment with or services for the Company, known or unknown (“Claims”), which may now exist or hereafter may be discoveredyou have, specifically includingclaim to have, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyever had, or ever claimed to have had against any of the termination of such employment, except for any claim for payment or performance pursuant to Releasees through the terms of date on which you execute this Agreement. This general release of Claims includes, but is not limited towithout implication of limitation, any claims that Employee might have for reemployment or reinstatement or for additional all Claims related to the compensation or benefits and applies provided to claims that Employee might have under either federalyou by the Company, state or local law dealing with your decision to resign from your employment, contractyour termination from the Company, tortyour resignation from directorships, wage offices and hourother positions with the Company, or civil rights mattersyour activities on behalf of the Company, including, but not limited towithout implication of limitation, any Claims of wrongful discharge, breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under the common law or any statute or constitutional provision (including, without implication of limitation, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything which has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Family and Medical Leave ActEmployment Agreement, similar state lawsany equity award/grant agreements (of whatever name or kind), and any regulations shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under such the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released as a matter of law. This release shall You represent you have not affect assigned to any accrued rights Employee may third party and you have under not filed with any medical insurance, workers compensation agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 3 contracts

Samples: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.)

Release of Claims. In return Except for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into Lyft’s obligations contained in this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsClaimants, and each of their pastheirs, present executors, successors, affiliates, assigns, administrators, agents, representatives, and attorneys, hereby fully, finally, and forever release, acquit, and discharge, and agree not to file a lawsuit or take other legal or administrative action against, Lyft and/or any of its present, former, or future shareholderssuccessors, predecessors, parents, affiliates, subsidiaries, assigns, officers, directors, shareholders, employees, agents independent contractors, agents, and insurersattorneys, of and from any and all claims, actions, claims and causes of action, disputes, liabilities action arising from or damages, concerning the subject matter of any kind, which may now exist this Agreement that accrued on or hereafter may be discovered, specifically including, but not limited to, before the Effective Date (the “Released Claims”). Claimants hereby expressly and knowingly waive and relinquish any and all claims, disputes, actions, causes of action, liabilities rights that they have or damages, arising from or might have relating to Employee's employment with Companythe Released Claims under any statutes or common law principles of similar effect as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Claimants acknowledge that they may hereafter discover facts different from, or the termination of such employmentin addition to, except for any claim for payment or performance pursuant those which they now believe to be true with respect to the terms Released Claims above. Claimants agree that the foregoing release and waiver shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all such Released Claims. By executing this Agreement. This release includes, but is not limited to, any claims Claimants acknowledge that Employee might they have for reemployment or reinstatement or for additional compensation or benefits read and applies to claims fully understand the provisions of California Civil Code § 1542 and that Employee might they have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII been specifically advised by their counsel of the Civil Rights Act consequences of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family above waiver and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthis Agreement generally.

Appears in 3 contracts

Samples: Settlement Agreement and Release, Settlement Agreement and Release, Settlement Agreement and Release

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated October 4, 2016 between TCEH Corp. (the “Company”) and Xxxxxxxxx Xxxxxx Xxxxx (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect any accrued rights Employee may have under any medical insurance, workers compensation timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or retirement plan because before the date that is sixty (60) days following the date of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEmy termination of employment.

Appears in 3 contracts

Samples: Employment Agreement (Vistra Energy Corp), Employment Agreement (Vistra Energy Corp), Employment Agreement (Energy Future Competitive Holdings Co LLC)

Release of Claims. In return Except as otherwise set forth in this Agreement, in exchange for the benefits conferred consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employee, on behalf of Employee you hereby generally and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges completely release the Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessorssuccessors, successors predecessors and assignsaffiliates, and each of its and their past, present and future shareholdersdirectors, officers, directors, employees, agents shareholders, agents, attorneys, insurers, affiliates and insurersassigns, from any and all claims, actionsliabilities and obligations, causes both known and unknown, that arise out of actionor are in any way related to events, disputesacts, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyconduct, or omissions occurring at any time prior to and including the termination of such employment, except for any claim for payment or performance pursuant to the terms of date you sign this Agreement. This general release includes, but is not limited to, : (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims that Employee might have for reemployment or reinstatement or for additional related to your compensation or benefits and applies to benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims that Employee might have under either federal, state or local law dealing with employment, for breach of contract, tortwrongful termination, wage and hour, or civil rights matters, including, breach of the implied covenant of good faith and fair dealing (including but not limited toto claims arising under or based on the Employment Agreement); (d) all tort claims, Title VII including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment ActAct (as amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the above, you do not release the Company from any obligation to indemnify you pursuant to contract, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state Company’s articles or by-laws, and or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any regulations under such laws. This other person or entity, against the Company or any other person or entity subject to the release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEgranted in this paragraph.

Appears in 3 contracts

Samples: And Inventions Agreement (Vaxgen Inc), Information and Inventions Agreement (Vaxgen Inc), Certain (Vaxgen Inc)

Release of Claims. In return for The obligations of the benefits conferred Company under the Employment Agreement and this Agreement shall constitute the only obligations of the Company arising from a Qualifying Termination. Additionally, upon any such Qualifying Termination, except for Executive’s rights and the obligations of the Company or the Subsidiary (which Employee acknowledges as the case may be) under Section 4 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his employment with the Company has no legal obligation or the Subsidiary or the termination thereof. Executive further agrees that, except for his rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 4 hereof, all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to provide if Employee does not enter into this Agreement)recover any payments, Employeedamages, on behalf liabilities or other amounts of Employee and Employee's heirsany kind or nature whatsoever from, executorsthe Company, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future the Subsidiary or any of their affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each or any of their past, present and future shareholdersrespective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and insurersthe obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 4 hereof, from any and all irrespective of whether or not such demands, claims, actions, causes of actionaction or rights arise or have arisen under (i) this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the termination Company or any of such employmentthe Company Related Parties, except for or (ii) any claim for payment ​ -8- ​ ​ ​ ​ ​ employee or performance pursuant to the terms of this Agreement. This release includesexecutive benefit plans or programs, but is not limited toincluding any stock incentive or stock based compensation plans, or (iii) any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourstatutes or government regulations, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsotherwise, and any regulations under whether or not such lawsdemands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. This release Executive further covenants and agrees that such condition precedent shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEbe satisfied unless and until he executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination.

Appears in 3 contracts

Samples: Change in Control Severance Compensation Agreement (First Foundation Inc.), Change in Control Severance Compensation Agreement (First Foundation Inc.), Change in Control Severance Compensation Agreement (First Foundation Inc.)

Release of Claims. In return for consideration for, among other terms, the benefits conferred under the Employment Agreement and this Agreement (Termination Benefits, to which Employee acknowledges Company has no legal obligation to provide if Employee does you otherwise would not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, and each of its and their past, present current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and insurers, personal capacities (collectively referred to as the "Releasees") generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown, liabilities or damagesthat, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees ("Claims"). This release includes, but is not limited without limitation, all Claims for or relating to, any : your employment by and termination from the Company; wrongful discharge; breach of contract; retaliation or discrimination claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII (including without limitation claims of the Civil Rights Act of 1964, age discrimination under the Age Discrimination in Employment Act); defamation or other torts; violation of public policy; wages, the Americans with Disabilities Actbonuses, the Family incentive compensation, vacation pay or any other compensation or benefits; and Medical Leave Actfor damages of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages and any regulations under such laws. This attorneys fees; provided, however, that this release shall not affect your rights under this Agreement. You agree that you shall not seek or accept reinstatement with, damages of any accrued rights Employee may nature, or equitable or legal remedies, severance, incentive or retention pay, attorney's fees, or costs from the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have under not heretofore assigned to any medical insurance, workers compensation third party and you have not heretofore filed with any agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 3 contracts

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

Release of Claims. In return for You, and anyone else who may make a claim on your behalf, release and discharge the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Company, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessorsaffiliates, successors and assigns, and each of its and their past, respective present and future former shareholders, officers, directors, employees, agents administrators, insurers and insurers, attorneys ("Released Parties") from any and all claims, actions, causes of action, disputeslawsuits, liabilities liabilities, rights or damagesclaims whatsoever you may have or had against the Released Parties, of any kindwhether known or unknown, which may now exist existed or hereafter may be discoveredare existing, specifically at any time from the beginning of the world up to the date of the termination of your employment, including, but not limited towithout limitation, any and all claimsliabilities, disputes, actions, causes of action, liabilities rights or damages, claims arising from or relating to Employee's in connection with your employment, any employment with Company, agreement or the termination of such employment, except for any claim for payment or performance pursuant to employment from the terms of this AgreementCompany. This general release includes, but is not limited to, any all actions, rights and claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, similar state lawsthe Fair Labor Standards Act, and any regulations under such other federal, state and/or local employment and anti-discrimination laws, including, without limitation the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law, the New Jersey Wage and Hour Law, the anti-retaliation provisions of the New Jersey Workers’ Compensation Law, the New Jersey Constitution, the common law of contract and tort, and any wage law or other purported restriction on an employer's right to terminate the employment of employees. This general release shall not affect specifically excludes a claim for unemployment compensation and any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because claim deemed non-waivable by the State of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVENew Jersey.

Appears in 2 contracts

Samples: www.sec.gov, Dataram Corp

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company I release Datalink Corporation and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, employees and agents and insurers, from any and all claimsclaim, actions, causes cause of action, disputesdamages or expenses, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesincluding attorneys’ fees, arising from or relating to Employee's employment with Company, or out of the termination of such employment, except for any claim for payment or performance pursuant to relationship between the terms parties through the signing of this AgreementRelease. This is intended to be a complete release includesof claims by me, but is not limited towhether the claims are known or unknown, matured or unmatured or fixed or contingent. Therefore, by this release I GIVE UP ANY RIGHT TO MAKE A CLAIM, BRING A LAWSUIT, FILE AN ADMINISTRATIVE CHARGE OF DISCRIMINATION OR OTHERWISE SEEK MONEY DAMAGES OR COURT ORDERS AS A RESULT OF MY EMPLOYMENT BY DATALINK, OR OF MY SEPARATION FROM EMPLOYMENT WITH DATALINK. I acknowledge and intend that this Release cover claims of wrongful termination, defamation, intentional infliction of emotional distress, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Federal Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with With Disabilities Act, the Family Minnesota Human Rights Act and Medical Leave Act, similar state laws, Minnesota Statute Section 181.81 (which prohibits age discrimination) and any regulations under such lawsother state or federal statutes prohibiting discrimination in employment. This release shall Release also binds my heirs, administrators, representatives, executors, successors and assigns. I have been advised by my legal counsel of the effect of this Release. Despite the above, this Release does not affect any accrued rights Employee may have apply to claims against Datalink for breaching its obligations under any medical insurancean Employment Agreement dated July 20, workers compensation or retirement plan because of Employee's prior employment with Company2009. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH NOTICE TO THE UNDERSIGNED: THIS IS A RELEASE OF LEGAL RIGHTS YOU MAY HAVE. YOU SHOULD CONSULT WITH AN ATTORNEY REGARDING THIS RELEASE EMPLOYEE AND OTHER ASPECTS OF THIS LETTER BEFORE YOU SIGN IT. YOU HAVE 21 DAYS TO CONSIDER WHETHER OR NOT TO SIGN THIS RELEASE, STARTING FROM THE DATE YOU FIRST RECEIVE A COPY OF IT. YOU MAY SIGN THIS RELEASE AT ANY TIME DURING THE 21-DAY PERIOD. YOUR EMPLOYMENT BY DATALINK HAS TERMINATED. YOUR ACCEPTANCE OR FAILURE TO ACCEPT THIS RELEASE DOES NOT AFFECT YOUR TERMINATION. IF YOU DO NOT ACCEPT THIS RELEASE, OR IF YOU REVOKE YOUR ACCEPTANCE OF IT, DATALINK WILL NOT PROVIDE YOU THE SEVERANCE PAY AND OTHER BENEFITS DESCRIBED IN YOUR EMPLOYMENT AGREEMENT. AFTER YOU ACCEPT THIS RELEASE BY SIGNING IT, YOU MAY REVOKE YOUR ACCEPTANCE FOR A PERIOD OF 15 DAYS AFTER THE DATE YOU SIGN. THIS RELEASE IS GIVING UP ALL RIGHTS AND CLAIMS NOT EFFECTIVE UNTIL THIS 15-DAY REVOCATION PERIOD EXPIRES. IF YOU WISH TO REVOKE YOUR ACCEPTANCE OF EVERY KIND AND NATURE WHATSOEVERTHIS RELEASE, KNOWN YOU MUST NOTIFY DATALINK IN WRITING WITHIN THE 15-DAY REVOCATION PERIOD. YOU MUST DELIVER YOUR NOTICE TO DATALINK IN PERSON OR UNKNOWNBY CERTIFIED MAIL, CONTINGENT RETURN RECEIPT REQUESTED, ADDRESSED TO: Xxxx X. Xxxxxx, Chairman, Datalink Corporation, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000. IF YOU FAIL TO PROPERLY DELIVER OR LIQUIDATEDMAIL YOUR WRITTEN REVOCATION AS INSTRUCTED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.YOUR REVOCATION WILL NOT BE EFFECTIVE. Date this Release is first given by Datalink to the undersigned: Agreed to and accepted by the undersigned: Date this Release is signed by the undersigned: Employee

Appears in 2 contracts

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

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs’s spouse, executorspersonal representatives, administrators, successors and minor children, heirs, assigns, wards, agents, and all other persons claiming by or through Employee, does hereby releases forever release and forever discharges discharge Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, respective officers, directors, shareholders, agents, employees, agents affiliates, subsidiaries, divisions, predecessors, successors, and insurers, assigns (the “Released Parties”) from any and all charges, claims, actionsdemands, judgments, causes of action, disputes, liabilities or damages, expenses, costs, and liabilities of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any kind whatsoever. Employee expressly acknowledges that the claims released by this Section include all rights and all claims, disputes, actions, causes of action, liabilities or damages, arising from or claims relating to Employee's ’s employment with Company, or Company and the termination of such employmentthereof, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, including without limitation any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might may have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (ERISA), the Worker Adjustment Retraining and Notification (WARN) Act, Ohio Revised Code Chapter 4112, Family and Medical Leave Act, similar state laws, Act and any other federal, state, or local laws or regulations under such lawsgoverning employment relationships. This release shall specifically and without limitation includes a release and waiver of any claims for employment discrimination, wrongful discharge, breach of contract, or promissory estoppel, and extends to all claims of every nature and kind, whether known or unknown, suspected or unsuspected, presently existing or resulting from or attributable to any act or omission of the Released Parties occurring prior to the execution of this Agreement. The release contained herein does not affect apply to any accrued claim or to rights Employee may have under or claims first arising after the Effective Date of this Agreement, does not apply to any medical insurance, claims for unemployment compensation or workers compensation or retirement plan because benefits, and does not apply to any rights that Employee has as a terminated employee pursuant to the Company’s employee benefit plans (as defined in section 3(3) of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEERISA).

Appears in 2 contracts

Samples: Separation Agreement, Separation Agreement (Scotts Miracle-Gro Co)

Release of Claims. In return consideration for the benefits conferred provided hereunder and under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Merger Agreement), Employeeeffective as of the consummation of the Merger, on behalf each of Employee and Employee's heirs, executors, administrators, successors and assigns, the Stockholders do hereby releases release and forever discharges Company discharge (the "Release") HOVRS, the Surviving Corporation and its past, present Acquirer and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, affiliates and agents and insurers, (the "Released Parties") from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, contracts, agreements, promises, liability, claims, demands, damages, attorneys' fees or expense, of any nature whatsoever, known or unknown, fixed or contingent, arising out of or related to the ownership of securities of HOVRS by the undersigned holders or by reason of the undersigned holders' status as holders of the capital stock of HOVRS (other than actions, causes of action, disputesin law or in equity, liabilities or suits, contracts, agreements, promises, liability, claims, demands, damages, attorneys' fees or expenses to the extent they arise pursuant to or in connection with the Merger, the Merger Agreement and the other Merger Documents). Stockholder hereby expressly waives any rights or benefits available under the provisions of any kindSection 1542 of the California Code, which is quoted as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR." Stockholder fully understands the statutory language of said section and nevertheless elects to and hereby does release each of the Released Parties from all claims it may now exist have against any of them, whether known or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesunknown, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII subject matter of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsRelease, and specifically waives any regulations under such laws. This release shall not affect any accrued rights Employee which it may have under said section. Stockholder fully understands that if the facts with respect to this Release are found hereafter to be other than or different from the facts now believed to be true, it expressly accepts and assumes the risk of such possible difference in fact notwithstanding any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsuch differences.

Appears in 2 contracts

Samples: Lock Up and Registration Rights Agreement (Goamerica Inc), Lock Up and Registration Rights Agreement (Goamerica Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Executive acquits, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges the Company and its pastpredecessors, present and future affiliatessuccessors, future parent companiesentities, subsidiaries, predecessorsaffiliates, successors or related companies, its and assigns, and each of their past, present and future shareholdersattorneys, officers, directors, employees, agents and former employees, agents, insurers, and assigns, past and present, (collectively the “Released Parties”), jointly and/or severally, from any all, and in all claimsmanner of, actions, actions and causes of action, disputessuits, liabilities debts, claims and demands whatsoever, in law or damages, of any kindin equity, which he ever had, may now exist have or may hereafter may be discoveredhave with respect to any aspect of his employment with, specifically includingor separation of employment from, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with the Company, or the termination of such employment, except for and with respect to any claim for payment or performance pursuant to the terms of this Agreementother matter whatsoever. This release includes, but is not limited to, claims relating to or arising out of the Xxxxxxxx-Xxxxx Act; any claims alleging retaliation and/or whistleblower claims; any and all claims relative to agreements to sponsor for immigrant or non-immigrant positions; any claims for unpaid or withheld wages, any change in control agreements, severance pay, benefits, incentive compensation, stock options, restricted stock units, restricted stock awards, special awards, commissions and/or other compensation of any kind; or any other claim, regardless of the forum in which it might be brought, if any, which Executive has, might have, or might claim to have against the Released Parties, or any of them individually, for any and all injuries, harm, damages, penalties, costs, losses, expenses, attorneys’ fees, and/or liability or other detriment, if any, whenever incurred, or suffered by Executive as a result of any and all acts, omissions, or events by the Released Parties, collectively or individually, through the date Executive executes this Agreement. It is expressly agreed and understood by Executive that this Agreement and General Release includes, without limitation, any and all claims, actions, demands, and causes of action, if any, arising from or in any way connected with the employment relationship between Executive and the Company and the termination thereof, including any claim of discrimination, retaliation, harassment, failure to accommodate, wrongful termination, breach of contract, negligence, libel, slander, wrongful discharge, promissory estoppel, tortious conduct, and/or any claims that Employee might have for reemployment this Agreement was procured by fraud or reinstatement signed under duress or for additional compensation or benefits and applies coercion so as to make the Agreement not binding, including all claims that Employee might were or could have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEbeen brought by Executive.

Appears in 2 contracts

Samples: Separation Agreement and General, Separation Agreement and General Release of Claims (Us Home Systems Inc)

Release of Claims. In return for consideration for, among other terms, the benefits conferred under Termination Payments, to which the Employment Agreement and this Agreement (which Employee Executive acknowledges Company has no legal obligation to provide if Employee does he would otherwise not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby the Executive voluntarily releases and forever discharges Company the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and, as regards matters related to the Company, the current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (“Claims”) that, liabilities or damages, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to date when the terms of Executive signs this Agreement, the Executive has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims: relating to the Executive’s employment by and termination of employment with the Company; of wrongful discharge or reinstatement violation of public policy; of breach of contract; of defamation or for additional compensation other torts; of discrimination or benefits and applies to claims that Employee might have retaliation under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 and the New York State Human Rights Law); under Title 20 of the Maryland State Government Article the Maryland Equal Pay for Equal Work Law the Maryland Family and Medical Leave Law the Maryland Wage and Hour Law the Maryland Wage Payment & Collection Law the Maryland Flexible Leave Act the Connecticut Human Rights and Opportunities Act, similar state laws, the Connecticut Fair Employment Practices Act the Connecticut Family and any regulations under such laws. This release shall not affect any accrued rights Employee may have Medical Leave Act the Connecticut Equal Pay Law the Connecticut Whistleblower Protection Statute Connecticut Wage Payment Laws Connecticut Occupational Safety and Health Act; under any medical insuranceother federal or state statute; for wages, workers bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or retirement plan because benefits, whether under Article 6 of Employee's prior employment the New York Labor Law or otherwise; and for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. The Executive also agrees not to accept damages of any nature, other equitable or legal remedies for his own benefit or attorney’s fees or costs from any of the Releasees with Companyrespect to any Claim released by this Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERAs a material inducement to the Company to enter into this Agreement, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Executive represents that he has not assigned any Claim to any third party.

Appears in 2 contracts

Samples: Employment Agreement (Centrexion Therapeutics Corp), Employment Agreement (Centrexion Therapeutics Corp)

Release of Claims. In return for the benefits conferred under the Employment After adequate opportunity to review this Release Agreement and this Agreement (which Employee acknowledges Company has no to obtain the advice of legal obligation to provide if Employee does not enter into this Agreement)counsel of Executive's choice, EmployeeExecutive hereby releases, on behalf acquits and forever discharges the Company, and all of Employee and Employee's heirsits directors, executorsofficers, administratorsagents, employees, affiliates, parents, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claimsliability whatsoever arising from or relating to (i) his employment by the Company, actions(ii) his separation from employment with the Company, causes or (iii) any other claim or liability, excluding liabilities from claims arising under this Release Agreement or under Sections 6(d) and 9 of actionthe Employment Agreement. Subject to the foregoing, disputesby this Release, liabilities Executive gives up any right to make a claim, bring a lawsuit, or damagesotherwise seek money damages or court orders as a result of his employment by the Company, his separation from employment with the Company, or otherwise. Executive hereby acknowledges and intends that this Release applies to any statutory or common law claims which have arisen through the date of any kindExecutive's signature below, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claimsclaims of unpaid wages, disputesstock options, actionswrongful termination, causes defamation, intentional or negligent infliction of actionemotional distress, liabilities or damagesnegligence, arising from or relating to Employee's employment with Companybreach of contract, or the termination of such employmentfraud, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, and any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Minnesota Human Rights Act (MHRA), the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under other local, state or federal statutes. Executive acknowledges that this Release includes all claims Executive is legally permitted to release and as such lawsdoes not apply to any claim for reemployment benefits, nor does it preclude Executive from filing a charge of discrimination with the state Department of Human Rights or the federal Equal Employment Opportunity Commission although Executive would not be able to recover any damages if Executive filed such a charge. This Release includes but is not limited to all claims relating to Executive's employment and the separation of Executive's employment. This Release Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors and assigns. Notwithstanding anything to the contrary contained herein, in no event shall this Release Agreement constitute a release shall not affect any by the Executive of his rights with respect to accrued rights Employee may have benefits to which he would otherwise be entitled under any medical insuranceof the Company's employee benefit plans, workers compensation programs or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother employee benefit arrangements (excluding any severance plans or arrangements).

Appears in 2 contracts

Samples: Employment Agreement (Computer Network Technology Corp), Employment Agreement (Computer Network Technology Corp)

Release of Claims. In return for the benefits conferred under the Employment After adequate opportunity to review this Release Agreement and this Agreement (which Employee acknowledges Company has no to obtain the advice of legal obligation to provide if Employee does not enter into this Agreement)counsel of Executive’s choice, EmployeeExecutive hereby releases, on behalf acquits and forever discharges the Company, and all of Employee and Employee's heirsits directors, executorsofficers, administratorsagents, employees, affiliates, parents, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claimsliability whatsoever arising from or relating to (i) his employment by the Company, actions(ii) his separation from employment with the Company, causes or (iii) any other claim or liability, excluding liabilities from claims arising under this Release Agreement or under Sections 6(d) and 9 of actionthe Employment Agreement, disputesincluding those claims related to Executive’s vested Employee Options, liabilities vested Performance Options, Accrued Obligations, the obligations in paragraph 9(g) of the Employment Agreement, and any rights of indemnification from third party claims that existed prior to Executive’s termination. Subject to the foregoing, by this Release, Executive gives up any right to make a claim, bring a lawsuit, or damagesotherwise seek money damages or court orders as a result of his employment by the Company, his separation from employment with the Company, or otherwise. Executive hereby acknowledges and intends that this Release applies to any statutory or common law claims which have arisen through the date of any kindExecutive’s signature below, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claimsclaims of unpaid wages, disputesstock options, actionswrongful termination, causes defamation, intentional or negligent infliction of actionemotional distress, liabilities or damagesnegligence, arising from or relating to Employee's employment with Companybreach of contract, or the termination of such employmentfraud, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, and any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Illinois Human Rights Act (IHRA), the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under other local, state or federal statutes. Executive acknowledges that this Release includes all claims Executive is legally permitted to release and as such lawsdoes not apply to any claim for reemployment benefits, nor does it preclude Executive from filing a charge of discrimination with the state Department of Human Rights or the federal Equal Employment Opportunity Commission although Executive would not be able to recover any damages if Executive filed such a charge. This Release includes but is not limited to all claims relating to Executive’s employment and the separation of Executive’s employment. This Release Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors and assigns. Notwithstanding anything to the contrary contained herein, in no event shall this Release Agreement constitute a release shall not affect any by Executive of his rights with respect to accrued rights Employee may have benefits to which he would otherwise be entitled under any medical insuranceof the Company’s employee benefit plans, workers compensation programs or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother employee benefit arrangements (excluding any severance plans or arrangements).

Appears in 2 contracts

Samples: Employment Agreement (Capital Growth Systems Inc /Fl/), Employment Agreement (Capital Growth Systems Inc /Fl/)

Release of Claims. In return exchange for the benefits conferred payments and other consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employeeyou hereby release, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases acquit and forever discharges Company discharge the Company, and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, agents, servants, employees, agents attorneys, shareholders, successors, assigns and insurersaffiliates, in their individual, corporate and official capacities, of and from any and all claims, actionsliabilities, demands, causes of action, disputescosts, liabilities or expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any kindway related to agreements, which may now exist events, acts or hereafter may be discoveredconduct at any time prior to and including the date you sign this Agreement, specifically including, including but not limited to, : (a) any and all claimssuch claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the conclusion of that employment; (b) any claims whatsoever against the Company or those released above by this Release of Claims arising before you sign this Agreement; (c) all claims or demands related to salary, disputesbonuses, actionscommissions, causes incentive payments, stock, stock options, or any ownership or equity interests in the Company, including vacation pay, personal time off, fringe benefits, severance benefits, or any other form of compensation; (d) all claims pursuant to any federal, any state or any local law, statute, common law or cause of action, liabilities employment or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersotherwise, including, but not limited to, Title VII of the federal Civil Rights Act of 1964, as amended, attorney’s fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law, the federal Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Worker Adjustment and Retraining Notification Act, the Family Colorado anti-discrimination statute, any other state or local employment, discrimination, or labor code, and Medical Leave the Equal Pay Act, similar state lawsof 1963, as amended; (e) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; and (f) all tort claims, including, but not limited to, claims for assault, battery, invasion of privacy, fraud, defamation, emotional distress, and discharge in violation of public policy. You represent that you have no lawsuits, claims or actions pending in your name or on behalf of any regulations under other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph. You further agree that in the event you bring a claim or charge covered by this release, this Agreement shall serve as a complete defense to such lawsclaims or charges. This Excluded from this release shall are any claims that cannot affect be waived by law. Furthermore, you agree to release and discharge the Company not only from any accrued rights Employee and all claims which you could make on your own behalf, but also specifically waive any right to become, and promise not to become, a member of any class in any proceeding or case in which a claim or claims against the Company may have under arise, in whole or in part, from any medical insuranceevent which occurred prior to the date of this Agreement. If you are not permitted to opt-out of a future class, workers compensation or retirement plan because then you agree to waive any recovery for which you would be eligible as a member of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsuch class.

Appears in 2 contracts

Samples: Startek Inc, Startek Inc

Release of Claims. In return for the benefits conferred under the Employment Agreement consideration of Lender's agreements contained herein, Borrower and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)its successors and assigns each hereby fully release, Employeeremise and forever discharge Lender and Bank and all of their past and present officers, on behalf directors, agents, employees, servants, partners, shareholders, attorneys and managers, and all of Employee and Employee's their respective heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiariespersonal representatives, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurersfor, from and against any and all claims, actionsdemands, causes of action, disputescontroversies, liabilities or offsets, obligations, losses, damages, and liabilities of every kind and character whatsoever, including without limitation any kindaction, omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder that Borrower, or any of its successors or assigns has had in the past, or now has, or which may now exist hereafter accrue, whether known or unknown, whether currently existing or hereafter may be discoveredasserted, specifically including, but not limited relating in any manner to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or in connection with, the indebtedness evidenced by the Prior Loan Agreement, this Agreement or the Loan Documents, any negotiations, loan administration, exercise of rights and remedies, payment, offset with respect to, or other matter relating to Employee's employment with Companysuch indebtedness, any collateral securing payment and performance of such indebtedness, or the termination of such employment, except for any claim for payment or performance pursuant matter preliminary to the terms execution and delivery by Borrower and Lender of this Agreement, or any statement, action, omission or conduct of Lender or Bank or any of their officers, directors, agents, employees, servants, partners, shareholders, attorneys and managers relating in any manner to such indebtedness, collateral or this Agreement; provided, however, that the foregoing release and discharge shall not apply to the obligations of Lender expressly set forth in this Amendment or first arising after the date of this Amendment. This release includes, but Borrower acknowledges and agrees that Lender is not limited toand shall not be obligated in any way to continue or undertake any loan, financing or other credit arrangement with Borrower, including without limitation any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII renewal of the Civil Rights Act of 1964indebtedness evidenced by the Loan Agreement, beyond the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEMaturity Date.

Appears in 2 contracts

Samples: Loan and Security Agreement (Titan Motorcycle Co of America Inc), Loan and Security Agreement (Titan Motorcycle Co of America Inc)

Release of Claims. In return for consideration of (and subject to) the benefits conferred under payments required by Section 5 of the Employment Agreement Agreement, the receipt and this Agreement (sufficiency of which Employee acknowledges Company has no legal obligation are hereby acknowledged, and subject to provide if Employee does not enter into this Agreement)the limitations contained in Section 2 hereof, EmployeeExecutive, on behalf of Employee himself and Employee's heirs, executors, administrators, successors his heirs and assigns, hereby irrevocably and unconditionally releases and forever discharges Company discharges, individually and its pastcollectively, present Soffe and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsDelta Apparel, and each of their past, present and future shareholders, respective officers, directors, employees, agents parent companies, subsidiaries, successors and insurersassigns (hereinafter the "Soffe Parties"), of and from any and all charges, claims, actionscomplaints, demands, liabilities, causes of action, disputeslosses, liabilities costs or damages, expenses of any kindkind whatsoever (including related attorneys' fees and costs), which known or unknown, suspected or unsuspected, that Executive may now exist have or hereafter may be discoveredhas ever had against the Soffe Parties by reason of any act, specifically includingomission, but not limited totransaction, or event occurring up to and including the date of the signing of this Release. The release set forth in this Section 1 includes without limitation (other than as set forth in Section 2), claims related to any wrongful or unlawful discharge, discipline or retaliation, any contract of employment, whether express or implied, any promotions or demotions, compensation including commissions, short term or long term incentives, Soffe's and all claimsDelta Apparel's benefit plan(s) and the management thereof, disputesdefamation, actionsslander, causes libel, invasion of actionprivacy, liabilities or damagesmisrepresentation, arising from or fraud, infliction of emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to Employeethe Executive's employment as an employee, officer or director with CompanySoffe, Delta Apparel or any of their respective affiliates and the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementthereof. This waiver, release includes, and discharge further applies but is not limited to, to any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based on Title VII of the Civil Rights Act of 1964, the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment ActAct (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Vietnam Era Veterans' Readjustment Act, the Fair Labor Standards Act, the Workers Adjustment and Retraining Notification Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, similar state lawsAct (all as they may be amended), and any other applicable federal, state or local laws, ordinances and regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEincluding those relating to discrimination to the extent permitted by law.

Appears in 2 contracts

Samples: Employment and Non Solicitation Agreement (Delta Apparel Inc), Employment and Non Solicitation Agreement (Delta Apparel Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and Borrower, by its execution of this Agreement (which Employee acknowledges Company Third Amendment, hereby declares that it has no legal obligation to provide if Employee does not enter into this Agreement)set-offs, Employeecounterclaims, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, defenses or other causes of actionaction against Lender arising out of the Loan, disputesthe renewal, liabilities modification and extension of the Loan, any documents mentioned herein or damagesotherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of any kind, action which may now exist exist, whether known or hereafter may be discoveredunknown, specifically includingsuch items are hereby expressly waived and released by Borrower. ENTIRE AGREEMENT. THIS THIRD AMENDMENT, but not limited toTOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, any and all claimsCONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS THIRD AMENDMENT, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVELOAN DOCUMENTS MAY BE AMENDED, EXCEPT FOR REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIYER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.

Appears in 2 contracts

Samples: Loan Agreement (Guaranty Bancshares Inc /Tx/), Loan Agreement (Guaranty Bancshares Inc /Tx/)

Release of Claims. In return exchange for the benefits conferred payment(s) described in the Consideration clause, you hereby waive all claims available under federal, state or local law against the Employment Agreement Company, its parent, partners and this Agreement affiliates, and its and their respective directors, officers, employees, agents, insurers and reinsurers, and employee benefit plans (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)and the trustees, Employeeadministrators, on behalf fiduciaries, insurers and reinsurers of Employee such plans) past, present, and Employee's future, their heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessorsrepresentatives, successors and assigns, and each assigns arising out of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, including but not limited toto all claims arising under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 19641991, the Age Discrimination in Employment Employee Retirement Income Security Act, the Americans with Disabilities Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, similar state lawsSection 1981 of U.S.C, Title VII of the Civil Rights Act, and any regulations you also hereby waive your rights under such lawsthe following statutes to the fullest extent permissible under applicable state and local laws including, but not limited to the New Jersey Law Against Discrimination, New Jersey Equal Pay Act, New Jersey Civil Rights Law, New Jersey Security and Financial Empowerment Act, New Jersey Conscientious Employee Protection Act, New Jersey Family Leave Act, New Jersey Wage and Hour Law, New Jersey WARN Laws, retaliation provisions of New Jersey Workers' Compensation Law, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. This release shall You are not affect any accrued rights Employee may have waiving your right to vested benefits under the written terms of the Company 401(k) Plan, claims for unemployment or workers’ compensation benefits, any medical insuranceclaim or any judgment or monetary awards or settlements that may arise related to medical benefits under the group health plan sponsored by the Company, workers compensation claims arising after the date on which you sign this Agreement, claims that are not otherwise waivable under applicable law, or retirement plan because claims to indemnification under Section 11 of Employee's prior employment with Companythe Employment Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEYou acknowledge that you have not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

Appears in 2 contracts

Samples: Executive Employment Agreement (CorMedix Inc.), Executive Employment Agreement (CorMedix Inc.)

Release of Claims. In return exchange for the payment/benefits conferred under to Employee of the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into consideration detailed in this Agreement), Employee, for and on behalf of Employee and Employee's ’s heirs, administrators, executors, administrators, successors and assigns, does hereby releases fully, forever, irrevocably and forever discharges Company unconditionally release and discharge NSM, including its past, past and present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, partners, members, parents, subsidiaries, divisions, affiliates, agents, employees, agents and insurersshareholders, from any representatives, attorneys, successors, assigns, and all claimspersons acting by, actionsthrough, causes under, or in concert with them (hereinafter collectively referred to as "Releasees"), for anything that has occurred up to the date of actionexecution of this Agreement, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claims resulting from Employee’s employment with NSM and any and all claims relating to the administration or terms Waiver and Release Agreement Employee Initials _______ of any employment or benefit plan or contract. This includes all claims, disputesdemands, actionsrights, liabilities, and causes of actionaction of every nature and description whatsoever, liabilities whether known or damagesunknown, arising from or relating to Employee's employment with Companywhether in tort, contract, statute, rule, ordinance, order, regulation, or the termination of such employmentotherwise, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includesincluding, but is not limited towithout limitation, any claims that Employee might have for reemployment arising under or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based upon Title VII of the Civil Rights Act, as amended; the Civil Rights Act of 19641991, as amended; Section 1981 of U.S.C. Title 42; the Age Discrimination in Employment Act, ; the Americans with Disabilities Act, as amended; the Family and Medical Leave Act, similar as amended; the Fair Credit Reporting Act; the Fair Labor Standards Act, as amended; the Equal Pay Act, as amended; the Employee Retirement Income Security Act, as amended (with respect to unvested benefits); the Consolidated Omnibus Budget Reconciliation Act; the Sarbanes Oxley Act of 2002, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Uniform Service Employment and Reemployment Rights Act, as amended; the Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act) and amendments to those laws; all State and Local statutes that may be legally waived that employees could bring employment claims under, including any State or Local anti-discrimination statute, wage and hour statute, leave statute, equal pay statute and whistleblower statute; any federal or state lawsconstitutions; any and all claims pursuant to federal, state or local statute or ordinance; any and all claims pursuant to contract, quasi contract, common law or tort; and claims that are known or unknown, suspected or unsuspected, concealed or hidden, or whether developed or undeveloped, up through the date of Employee’s execution of this Agreement. Employee does not release any claim which cannot be released by private agreement, such as unemployment compensation claims, workers’ compensation claims, claims of entitlement to vested benefits under any 401(k) plan or other ERISA-covered benefit plan provided by NSM, and claims after the Effective Date of this Agreement. Nothing in this Agreement shall be construed to prohibit Employee from filing a charge with or participating in any regulations investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Health and Safety Administration, Securities and Exchange Commission, the Department of Justice or a comparable state or local enforcement agency. Notwithstanding the preceding sentence, Employee agrees to waive any right to recover monetary damages in connection with any charges filed by Employee or by anyone else on Employee’s behalf. To the fullest extent permitted by law, Employee further waives Employee’s right to participate in any collective or class action under the Fair Labor Standards Act or similar or state or local law, and Employee agrees to opt-out of any such laws. This release shall not affect any accrued rights collective or class action against NSM, to which Employee may have under any medical insurance, workers compensation be or retirement plan because become a party or class member. The preceding waivers do not include and employee has not waived Employee’s right to file an application for or to accept a whistleblower award from the SEC pursuant to Section 21F of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Exchange Act.

Appears in 2 contracts

Samples: Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.), Retention Bonus Agreement (Nationstar Mortgage Holdings Inc.)

Release of Claims. In return for FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the Employment “Separation Benefits”) to be provided to me in connection with the separation of my relationship with the Company, in accordance with the Agreement between Actinium Pharmaceuticals, Inc. (the “Company”) and this Agreement me dated as August 6, 2015 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsparents, and stockholders, together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) the right to any equity awards that vested prior to or because of the termination of my employment, contractand/or (g) any actions to enforce the Agreement. Nothing herein shall be construed to limit my right to (1) respond accurately and fully to any question, tortinquiry or request for information when required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the Company before engaging in such communications. I acknowledge that, wage in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and hourthat are intended to survive separation from employment, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsAgreement. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.I further acknowledge that:

Appears in 2 contracts

Samples: Actinium Pharmaceuticals, Inc., Actinium Pharmaceuticals, Inc.

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Executive acquits, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company Alliance Data, and its pastpredecessors, present and future affiliatessuccessors, future parent companiesentities, subsidiaries, predecessorsaffiliates, successors or related companies, its and assigns, and each of their past, present and future shareholdersattorneys, officers, directors, employees, agents and former employees, agents, insurers, and assigns (collectively the “Released Parties”), jointly and severally, from any all, and in all claimsmanner of, actions, actions and causes of action, disputessuits, liabilities debts, claims and demands whatsoever, in law or damages, of any kindin equity, which he ever had, may now exist have or may hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating have with respect to Employee's his employment with Companywith, or the termination separation of such employmentemployment from, except for Alliance Data, and with respect to any claim for payment or performance pursuant to the terms of this Agreementother matter whatsoever. This release includes, but is not limited to, claims relating to or arising out of the Xxxxxxxx-Xxxxx Act; any claims alleging retaliation and/or whistleblower claims; any and all claims relative to agreements to sponsor for immigrant or non-immigrant positions; any claims for unpaid or withheld wages, the Executive Agreements, severance pay, benefits, incentive compensation, stock options, restricted stock units, restricted stock awards, special awards, commissions and/or other compensation of any kind; or any other claim, regardless of the forum in which it might be brought, if any, which Executive has, might have, or might claim to have against the Released Parties, or any of them individually, for any and all injuries, harm, damages, penalties, costs, losses, expenses, attorneys’ fees, and/or liability or other detriment, if any, whenever incurred, or suffered by Executive as a result of any and all acts, omissions, or events by the Released Parties, collectively or individually, through the date Executive executes this Agreement. It is expressly agreed and understood by Executive that this Agreement and General Release includes, without limitation, any and all claims, actions, demands, and causes of action, if any, arising from or in any way connected with the employment relationship between Executive and Alliance Data and the termination thereof, including any claim of discrimination, retaliation, harassment, failure to accommodate, wrongful termination, breach of contract, negligence, libel, slander, wrongful discharge, promissory estoppel, tortious conduct, bonus claims of any nature and kind whatsoever, any vacation pay entitlement claims, and demands for damages, including any disability claims, loss of benefit claims, indemnity, costs, interest, loss or injury of every nature and kind whatsoever and howsoever arising, and/or any claims that Employee might have for reemployment this Agreement was procured by fraud or reinstatement signed under duress or for additional compensation or benefits and applies coercion so as to make the Agreement not binding, including all claims that Employee might were or could have under either federalbeen brought by Executive. Furthermore, state Executive asserts that he has been paid all wages as required by law; he does not have a workplace injury or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because claim pending and has not suffered any injury that could be the basis for such claim; and he has been given the required amount of Employee's notice under Ontario law prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEto his being terminated.

Appears in 2 contracts

Samples: Separation Agreement and General, Separation Agreement and General Release of Claims (Alliance Data Systems Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and Borrower, by its execution of this Agreement (which Employee acknowledges Company First Amendment, hereby declares that it has no legal obligation to provide if Employee does not enter into this Agreement)set-offs, Employeecounterclaims, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, defenses or other causes of actionaction against Lender arising out of the Loan, disputesthe renewal, liabilities modification and extension of the Loan, any documents mentioned herein or damagesotherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of any kind, action which may now exist exist, whether known or hereafter may be discoveredunknown, specifically includingsuch items are hereby expressly waived and released by Borrower. ENTIRE AGREEMENT. THIS FIRST AMENDMENT, but not limited toTOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, any and all claimsCONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS FIRST AMENDMENT, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVELOAN DOCUMENTS MAY BE AMENDED, EXCEPT FOR REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANYALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.

Appears in 2 contracts

Samples: Loan Agreement (Guaranty Bancshares Inc /Tx/), Loan Agreement (Guaranty Bancshares Inc /Tx/)

Release of Claims. In return for consideration of the payments and benefits conferred under the Employment Agreement described in Section 2 hereof, to which Executive agrees Executive is not entitled until and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee unless Executive executes and does not enter into revoke this Agreement), EmployeeExecutive, for and on behalf of Employee himself and Employee's his heirs, executors, administrators, successors administrators and assigns, hereby waives and releases any and forever discharges all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and and/or its pastrespective predecessors, successors, past or present and future parents or subsidiaries, affiliates, future parent companiesinvestors, subsidiariesbranches or related entities (collectively, predecessorsincluding the Company, successors and the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurersin their respective capacities as such (collectively with the Entities, from any and all claimsthe “Releasees”) by reason of circumstances, actionsacts or omissions which have occurred on or prior to the date that this Agreement becomes effective, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, (a) any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either (i) federal, state or local law dealing with laws pertaining to employment or termination of employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and houras amended, or civil rights mattersthe Civil Rights Act of 1991, includingas amended, but not limited tothe Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities ActEqual Pay Act of 1963, as amended, the Family and Medical Leave Act of 1993, as amended, the Worker Adjustment Retraining and Notification Act, similar as amended, the Executive Retirement Income Security Act of 1974, as amended, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state lawsor local counterparts (including, but not limited to, the Pennsylvania Human Relations Act); (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public policy, contract and/or quasi-contract or tort (including, but not limited to, claims of breach of the Employment Agreement, an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or procedures of the Company; or (b) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Agreement, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any regulations under such other laws. This release shall Notwithstanding the foregoing, Executive does not affect release, discharge or waive: any accrued rights Employee to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Delaware or any medical insuranceother state of which any such subsidiary or affiliate is a domiciliary, workers compensation the Employment Agreement or retirement plan because any indemnification agreement between Executive and the Company; any rights to insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy; any rights he may have in his capacity as a stockholder of Employee's prior employment with the Company; any rights he may have to enforce the vested terms of any equity or other incentive agreement previously provided to him; any rights he may have to the Accrued Obligations under the Employment Agreement and severance benefits describe in Section 2 hereof. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe Executive acknowledges that he has made no assignment or transfer of any right, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDdemand, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcause of action, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor other matter covered by this Section 3.

Appears in 2 contracts

Samples: Separation and Release Agreement (Cognition Therapeutics Inc), Separation and Release Agreement (Cognition Therapeutics Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, Releasor hereby releases and forever discharges Company each and its past, present every Releasee of and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, demands, actions, causes of action, disputesdamages and liabilities (all hereinafter referred to as “claims”), liabilities whether or damagesnot now known, of any kindsuspected or claimed, which Releasor ever had, now has, or may now exist hereafter claim to have had against any Releasee(s), relating in any way to her employment with Safeway, any status, term or hereafter may be discoveredcondition of such employment, specifically includingthe termination of that employment, or her opportunity for employment following the Severance Date. This release of claims is expressly intended to, and does, extend to and include, but is not limited to, claims under: Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans With Disabilities Act, as amended; the Employee Retirement Income Security Act, as amended; the Older Workers Benefit Protection Act, as amended; the False Claims Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Xxxxxxxx-Xxxxx Act of 2002, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code; and any and all claimsother federal, disputesstate or local statutes, actions, causes ordinances or regulations prohibiting any form or forms of action, liabilities or damages, arising from or discrimination in employment and/or relating to Employee's employment with Company, or the termination payment of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementwages and benefits. This release also extends to and includes, but is not limited to, any claims by Xxxxx for: breach of any express or implied written or oral contract; intentional or negligent infliction of emotional distress; impairment or interference with economic activities or opportunities; unlawful interference with employment rights; defamation; wrongful termination; wrongful discharge in violation of public policy; breach of any express or implied covenant of good faith and fair dealing; and any and all other common law contract and/or tort claims. Notwithstanding the release of claims otherwise provided for in this section of the Agreement, it is expressly understood that Employee might have for reemployment nothing in the Agreement will prevent Releasor from pursuing rights that cannot be waived as a matter of law, including but not limited to filing a charge of harassment, discrimination or reinstatement retaliation with the Equal Employment Opportunity Commission (EEOC), or for additional compensation or benefits and applies to claims that Employee might have under either federal, any of its state or local law dealing deferral agencies, or participating in in any investigation by the EEOC or any of its state or local deferral agencies. Further, it is expressly understood that nothing in this Agreement shall be construed to be a waiver by Releasor of any benefit that vested in any benefit plan prior to the effective date of this Agreement or vested thereafter, or as a waiver of her right to continue any benefit in accordance with the current terms of a benefit plan or Releasor’s rights, if any, to indemnification granted under any by-law, agreement or charter document of Safeway, policy of insurance or state or federal law. It is also expressly understood that nothing in this Agreement shall in any way prohibit Releasor from bringing any complaint, claim or action alleging a breach of this Agreement by any Releasee(s). Releasor further agrees that should any person or entity file or bring, or cause or permit to be filed or brought, any charge, claim, complaint, civil action, suit or other legal proceeding of any type against any Releasee(s) involving any matter occurring at any time in the past, Releasor will not seek or accept personal relief in connection with such charge, claim, civil action, suit or other legal proceeding. Safeway on behalf of itself and all individuals or entities that may claim through it hereby releases and forever discharges Xxxxx and all of her assigns, executors, administrators (“Xxxxx Releasees”) of and from any and all claims, demands, actions, causes of actions, damages and liabilities (all hereinafter referred to as to “Claims”), whether or not now known, suspected or claimed that Safeway ever had, now has, or may hereafter claim to have had against any Xxxxx Releasees relating in any way to Xxxxx’x employment with Safeway, any status or term of her employment, contractthe termination of that employment, tort, wage and hourher duties on behalf of Safeway at any time, or civil rights matters, including, but not limited to, Title VII of her opportunity for employment following the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsSeverance Date. This release is expressly intended to, and does, extend to and include all claims of any nature at law or in equity since the beginning of time. However, such Release shall not affect include any accrued rights Employee may have under claim which results after the effective date of this Agreement or based on any medical insurance, workers compensation or retirement plan because claimed breach of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthis Agreement.

Appears in 2 contracts

Samples: Separation Agreement (Safeway Inc), Separation Agreement (Safeway Inc)

Release of Claims. In return exchange for the benefits conferred payment(s) described in the Consideration clause, you hereby waive all claims available under federal, state or local law against the Employment Agreement Company, its parent, partners and this Agreement affiliates, and its and their respective directors, officers, employees, agents, insurers and reinsurers, and employee benefit plans (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)and the trustees, Employeeadministrators, on behalf fiduciaries, insurers and reinsurers of Employee such plans) past, present, and Employee's future, their heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessorsrepresentatives, successors and assigns, and each assigns arising out of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's your employment with Company, the Company or the termination of such that employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, including but not limited toto all claims arising under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 19641991, the Age Discrimination in Employment Employee Retirement Income Security Act, the Americans with Disabilities Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, similar state lawsSection 1981 of U.S.C, Title VII of the Civil Rights Act, and any regulations you also hereby waive your rights under such lawsthe following statutes to the fullest extent permissible under applicable state and local laws including, but not limited to the New Jersey Law Against Discrimination, New Jersey Equal Pay Act, New Jersey Civil Rights Law, New Jersey Security and Financial Empowerment Act, New Jersey Conscientious Employee Protection Act, New Jersey Family Leave Act, New Jersey Wage and Hour Law, New Jersey WARN Laws, retaliation provisions of New Jersey Workers’ Compensation Law, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. This release shall You are not affect any accrued rights Employee may have waiving your right to vested benefits under the written terms of the Company 401(k) Plan, claims for unemployment or workers’ compensation benefits, any medical insuranceclaim or any judgment or monetary awards or settlements that may arise related to medical benefits under the group health plan sponsored by the Company, workers compensation claims arising after the date on which you sign this Agreement, claims that are not otherwise waivable under applicable law, or retirement plan because claims to indemnification under Section 11 of Employee's prior employment with Companythe Employment Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEYou acknowledge that you have not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

Appears in 2 contracts

Samples: Executive Employment Agreement (CorMedix Inc.), Executive Employment Agreement (CorMedix Inc.)

Release of Claims. In return for Except as provided below, the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby Executive voluntarily releases and forever discharges Company the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and future shareholdersthe current and former members, partners, directors, officers, directorsshareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (collectively, liabilities “Claims”) that, as of the date when the Executive signs this Release, he has, ever had, now claims to have or damagesever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of any kindlimitation, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and the release of all claims, disputes, actions, causes of action, liabilities or damages, arising from or Claims: • relating to Employee's the Executive’s employment by and termination from employment with Company, the Company or the termination any related entity; • of such employment, except for any claim for payment wrongful discharge or performance pursuant to the terms violation of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment public policy; • of breach of contract; • of discrimination or reinstatement or for additional compensation or benefits and applies to claims that Employee might have retaliation under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; • under any other federal or state statute or constitution or local ordinance; • of defamation or other torts; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding anything to the contrary contained in this Release, Section 2 of this Release does not include and will not preclude: (a) Executive’s rights or claims under the Agreement to receive Termination Benefits and Accrued Obligations; (b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the execution of this Release; (d) any claims or rights Executive may have to any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the “Plans”), subject to the terms of the Plans, including, but not limited to, the Age Discrimination in Employment ActCompany’s 2015 Stock Incentive Plan and/or the Equity Documents, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsor any subsequently adopted incentive compensation plan, and applicable equity Award agreements; (e) any regulations under such laws. This release shall not affect any accrued rights Employee and/or claims Executive may have under any medical insurancethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; (h) rights, workers compensation if any, to defense and indemnification from the Company or retirement plan because its insurers for actions taken by Executive in the course and scope of Employee's prior Executive’s employment with the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWNincluding, CONTINGENT OR LIQUIDATEDbut not limited to, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany claims or rights under the Indemnification Agreement; or (i) any rights and/or claims Executive may have as a shareholder of the Company.

Appears in 2 contracts

Samples: Release of Claims (Chiasma, Inc), Release of Claims (Chiasma, Inc)

Release of Claims. In return for Except as provided below, the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby Executive voluntarily releases and forever discharges Company the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, its and each their respective employee benefit plans and fiduciaries of their pastsuch plans, present and future shareholdersthe current and former members, partners, directors, officers, directorsshareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (collectively, liabilities “Claims”) that, as of the date when the Executive signs this Release, he has, ever had, now claims to have or damagesever claimed to have had against any or all of the Releasees. This general release of Claims includes, without implication of any kindlimitation, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and the release of all claims, disputes, actions, causes of action, liabilities or damages, arising from or Claims: • relating to Employee's the Executive’s employment by and termination from employment with Company, the Company or the termination any related entity; • of such employment, except for any claim for payment wrongful discharge or performance pursuant to the terms violation of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment public policy; • of breach of contract; • of discrimination or reinstatement or for additional compensation or benefits and applies to claims that Employee might have retaliation under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964; • under any other federal or state statute or constitution or local ordinance; • of defamation or other torts; • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, whether under the Massachusetts Wage Act or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding anything to the contrary contained in this Release, Section 2 of this Release does not include and will not preclude: (a) Executive’s rights or claims under the Agreement to receive Termination Benefits; (b) claims for worker’s compensation benefits under applicable law; (c) any claims arising solely after the execution of this Release; (d) any claims or rights Executive may have to any vested benefits or vested rights under any employee benefit, welfare, retirement and/or pension plans (the “Plans”), subject to the terms of the, including, but not limited to, the Age Discrimination in Employment ActCompany’s 2015 Stock Incentive Plan, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsor any subsequently adopted incentive compensation plan, and applicable equity Award agreements; (e) any regulations under such laws. This release shall not affect any accrued rights Employee and/or claims Executive may have under any medical insurancethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (f) claims for unemployment compensation benefits under state law; (g) claims for reimbursement of business expenses approved by the Company and incurred by the Executive prior to the Date of Termination; or (h) rights, workers compensation if any, to defense and indemnification from the Company or retirement plan because its insurers for actions taken by Executive in the course and scope of Employee's prior Executive’s employment with the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.;

Appears in 2 contracts

Samples: Chiasma, Inc, Chiasma, Inc

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement dated May 1, 2019 between Vistra Corp. (the “Company”) and Xxxxx X. Xxxxx (my “Prior Employment Agreement”) until July 31, 2022, after which date such terms will have the meanings given to them in the employment agreement dated March 20, 2022 between the Company and Xxxxx X. Xxxxx (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actionsrelating to, causes of actionor in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited towithout limitation, claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991, 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven (7) days after its execution. I understand that this Release will not become effective and enforceable unless the seven (7)-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period. This release shall Release will become effective, irrevocable, and binding on the eighth (8th) day after its execution, so long as I have not affect timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. I hereby agree to waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior and all claims to re-employment with Companythe Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe provisions of this Release will be binding upon my heirs, KNOWN OR UNKNOWNexecutors, CONTINGENT OR LIQUIDATEDadministrators, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVElegal representatives, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. Xxxxx X. Xxxxx

Appears in 2 contracts

Samples: Employment Agreement (Vistra Corp.), Employment Agreement (Vistra Corp.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and by this Agreement (and described in the Employment Agreement), which Employee -------------- acknowledges Company has no legal obligation to provide if Employee -------------- does not enter into this Agreement), Employee--------------, on behalf of Employee himself and Employee's his heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee--------------'s employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee -------------- might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee he might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee -------------- may have under any medical insurance, workers workers' compensation or retirement plan because of Employee's his prior employment with Company. EMPLOYEE -------------- ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE HE MAY HAVE AGAINST COMPANY Company AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 2 contracts

Samples: Employment Agreement (Epitope Inc/Or/), Employment Agreement (Epitope Inc/Or/)

Release of Claims. In return for the benefits conferred under the Employment Agreement and Borrower, by its execution of this Agreement (which Employee acknowledges Company Second Amendment, hereby declares that it has no legal obligation to provide if Employee does not enter into this Agreement)set- offs, Employeecounterclaims, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, defenses or other causes of actionaction against Lender arising out of the Loan, disputesthe renewal, liabilities modification and extension of the Loan, any documents mentioned herein or damagesotherwise; and, to the extent any such setoffs, counterclaims, defenses or other causes of any kind, action which may now exist exist, whether known or hereafter may be discoveredunknown, specifically includingsuch items are hereby expressly waived and released by Borrower. ENTIRE AGREEMENT. THIS SECOND AMENDMENT, but not limited toTOGETHER WITH ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, any and all claimsCONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS SECOND AMENDMENT, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVELOAN DOCUMENTS MAY BE AMENDED, EXCEPT FOR REVISED, WAIVED, DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR INSTRUMENTS, EXECUTED BY THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.

Appears in 2 contracts

Samples: Loan Agreement (Guaranty Bancshares Inc /Tx/), Loan Agreement (Guaranty Bancshares Inc /Tx/)

Release of Claims. A. In return consideration of receiving from the Company the payments and benefits provided for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into in this Agreement), Employeecertain of which payments and benefits you may not have otherwise been entitled to receive, on behalf of Employee you, and Employee's your heirs, executorssuccessors, executors and administrators, successors intending to be legally bound, permanently and assigns, hereby releases irrevocable agree that your employment will terminate on the Termination Date and forever discharges to unconditionally release and discharge the Company and any individual or organization related to the Company against whom or which you, your heirs, successors, executors or administrators could assert a claim or whom may be held jointly and severally liable with the Company, including its pastpresent, present past and future affiliatesparent, future parent subsidiary and affiliated companies, subsidiariesincluding, predecessorsbut not limited to Xxxxxx Packing Company Inc., successors and assignsprincipals, and each of their pastpartners, present and future shareholdersjoint ventures, directors, officers, directors, employees, agents stockholders, attorneys, agents, and insurers, successors and assigns from any and all claims, actions, causes of action, disputessuits, liabilities debts, demands, lawsuits or damagesother charges whatsoever, known or unknown, directly and indirectly up until the date of this Agreement including, without limitation, any kindclaims under any employee benefit plans of the Company or its affiliates, which may now exist except for (i) any right to elect continuation healthcare coverage under COBRA at your expense, or hereafter may be discovered(ii) any claims for vested benefit plans, specifically including but not limited to retirement, pension or health insurance plans. The claims or actions released herein include, but are not limited to, those based upon your employment and the termination of such employment, including all claims in law, equity, contract, tort, allegations of wrongful discharge, breach of contract, promissory estoppels, defamation, infliction of emotional distress, and those alleging discrimination on the basis of race, color, sex, religion, national origin, age, disability, or any other basis, including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities claim or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have action under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct of 1967, the Rehabilitation Act of 1973, the Americans with Disabilities ActAct of 1990, the Equal Pay Act of 1963, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, Executive Order 11246 relating to Federal affirmative action requirements, the Family and Medical Leave Act, similar state lawsthe Fair Labor Standards Act, the Labor Management Relations Act, the National Labor Relations Act, the Equal Pay Act, the Worker Adjustment Retraining and Notification Act, the Pennsylvania Human Relations Act or any regulations under other federal, state, or local law, rule, ordinance, or regulation as presently enacted or adopted and as each may hereafter be amended. You agree that should any other person, organization, or other entity file, charge, claim, xxx, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, up to and including the date of this Agreement, you will not seek or accept any individual monetary or economic recovery or equitable relief in such lawscivil action, suit or legal proceeding. This release shall does not affect give up your rights, if any, to any accrued rights Employee may have under any medical insuranceor claims which cannot legally be waived by this Agreement, workers including without limitation, unemployment compensation claims, workers’ compensation claims or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe ability to file certain administrative claims.

Appears in 2 contracts

Samples: And Release Agreement (Graham Packaging Holdings Co), Transaction Bonus and Release Agreement (Graham Packaging Co Inc.)

Release of Claims. In return exchange for the special accommodations and considerations set forth in this Release -- in particular, the severance payment and benefits conferred under the Employment Agreement continuation described in paragraphs 2 and this Agreement (3 above, to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement), Employeeotherwise be entitled -- you agree, on behalf of Employee and Employee's heirsyour spouse, executors, administrators, successors heirs and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsto release the Company, and each all of their past, present the Company’s current and future shareholders, former officers, directors, shareholders, employees, agents investors, affiliates, agents, attorneys and insurersrepresentatives (“Releasees”), from any and all claims, actionsdemands, causes actions or liabilities, including claims for wrongful termination, breach of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tortviolation of state and/or federal discrimination statutes, wage including the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Workers’ Adjustment and hour, or civil rights matters, including, but not limited toRetraining Notification Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, as well as any analogous or similar state lawsstatutes, and any regulations other claims whatsoever based on contract, implied contract, tort, or under such lawsany other federal, state or local statute, regulation or ordinance, which might exist with respect to your employment with the Company, the termination thereof, or any other matter or event occurring up to the date of this Release. This release shall extends to any and all claims for alleged unpaid wages, benefits, salary, vacation pay, sick pay, paid time-off, bonuses, commissions or compensation of any kind. This release also extends to any and all claims for attorneys’ fees, interest, costs, and/or penalties of any kind. What this means is that you agree and acknowledge that you have not affect filed a claim, action or lawsuit against any accrued rights Employee of the Releasees, nor will you file a claim, action or lawsuit against any of the Releasees at any time in the future, which relates in any way to your employment with the Company, the termination thereof, or any other matter or event occurring up to the date of this Release; provided, however, that this release does not extend to (a) claims which cannot be waived or released as a matter of law, (b) claims for indemnification you may have under pursuant to statute; or (c) any medical insurance, workers compensation or retirement plan because of Employee's prior employment with claims for coverage pursuant to any insurance policy maintained by the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 2 contracts

Samples: Letter Agreement, Letter Agreement (Conceptus Inc)

Release of Claims. In return The Borrower and the Guarantors, each for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)itself, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their pastall those at interest therewith (collectively, present the “Releasing Parties”), jointly and future shareholdersseverally, hereby voluntarily and forever, RELEASE, DISCHARGE AND ACQUIT the Lender and its officers, directors, shareholders, employees, agents agents, counsel, successors, assigns, representatives, affiliates and insurers, insurers (sometimes referred to below collectively as the “Released Parties”) and all those at interest therewith of and from any and all claims, actions, causes of action, disputesliabilities, liabilities or damages, costs (including, without limitation, attorneys’ fees and all costs of any kindcourt or other proceedings), and losses of every kind or nature at this time known or unknown, direct or indirect, fixed or contingent, which may now exist the Releasing Parties have or hereafter may be discoveredhave arising out of any act, specifically includingoccurrence, but not limited totransaction or omission occurring from the beginning of time to the date of this Amendment if related to the Note, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, the Credit Agreement or the termination other Loan Documents or any actions taken by any of such employmentthe Released Parties in connection therewith (the “Released Claims”), except for any claim for payment or performance pursuant the future duties and obligations of the Lender under the Loan Documents and the future rights of the Borrower and the Guarantors to their respective funds on deposit with the Lender shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. The release of claims set forth in this paragraph 23 is a material inducement to the terms of Lender’s willingness to enter in this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits Amendment and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of extend the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEForbearance Period.

Appears in 2 contracts

Samples: Forbearance Agreement (Brushy Resources, Inc.), Forbearance Agreement (Lilis Energy, Inc.)

Release of Claims. In return for FOR AND IN CONSIDERATION OF the payments and benefits conferred under (the Employment “Separation Benefits”) to be provided to me in connection with the separation of my relationship with the Company, in accordance with the Agreement between Actinium Pharmaceuticals, Inc. (the “Company”) and this Agreement me dated as August 12, 2020 (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this the “Agreement), Employeewhich Separation Benefits are conditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless I execute and do not revoke this Release of Claims, I, on my own behalf and on behalf of Employee my heirs and Employee's heirsestate, executorsvoluntarily, administrators, successors knowingly and assigns, hereby releases willingly release and forever discharges Company and discharge the Company, its pastsubsidiaries, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsparents, and stockholders, together with each of their past, present and future shareholders, those entities’ respective officers, directors, stockholders, employees, agents agents, fiduciaries and insurersadministrators (collectively, the “Releasees”) from any and all claims, actions, causes of action, disputes, liabilities or damages, claims and rights of any kindnature whatsoever which I now have against them up to the date I execute this Release, which may now exist whether known or hereafter may be discoveredunknown, specifically suspected or unsuspected. This Release includes, but is not limited to, any rights or claims relating in any way to my employment or consulting relationship with the Company or any of the other Releasees or the termination thereof, any contract claims (express or implied, written or oral), including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Agreement, or any rights or claims under any statute, including, without limitation, the termination Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Rehabilitation Act of such employment1973 (including Section 504 thereof), except for Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the New York State Human Rights Law, the New York City Human Rights Law, and the Employee Retirement Income Security Act of 1974, all as amended, and any claim for payment other federal, state or performance pursuant to the terms of this Agreementlocal law. This release Release specifically includes, but is not limited to, any claims that Employee might have for reemployment based upon the right to the payment of wages, incentive and performance compensation, bonuses, equity grants, vacation, pension benefits, 401(k) Plan benefits, stock benefits or reinstatement any other employee benefits, or for additional compensation or benefits and applies to claims that Employee might have any other rights arising under either federal, state or local laws prohibiting discrimination and/or harassment on the basis of race, color, age, religion, sexual orientation, religious creed, sex, national origin, ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family and medical care leave, medical condition (including cancer and genetic characteristics), marital status, military status, gender identity, harassment or any other basis prohibited by law. As a condition of the Company entering into this Release, I further represent that I have not filed against the Company or any of the other Releasees, any complaints, claims or lawsuits with any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I have not transferred to any other person any such complaints, claims or lawsuits. I understand that by signing this Release, I waive my right to any monetary recovery in connection with a local, state or federal governmental agency proceeding and I waive my right to file a claim seeking monetary damages in any arbitral tribunal, administrative agency, or court. This Release does not: (i) prohibit or restrict me from communicating, providing relevant information to or otherwise cooperating with the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Release or its underlying facts, or (ii) require me to notify the Company of such communications or inquiry. Furthermore, notwithstanding the foregoing, this Release does not include and will not preclude: (a) rights or claims to vested benefits under any applicable retirement and/or pension plans; (b) rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rights to defense and indemnification, if any, from the Company for actions or inactions taken by me in the course and scope of my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rights I may have to obtain contribution as permitted by law dealing with in the event of entry of judgment against the Company as a result of any act or failure to act for which I and the Company are held jointly liable; (f) the right to any equity awards that vested prior to or because of the termination of my employment, contractand/or (g) any actions to enforce the Agreement. Nothing herein shall be construed to limit my right to (1) respond accurately and fully to any question, tortinquiry or request for information when required by legal process; or (2) disclose information to regulatory bodies. I understand that I am not required to contact the Company before engaging in such communications. I acknowledge that, wage in signing this Release, I have not relied on any promises or representations, express or implied, other than those that are set forth expressly herein or in the Agreement and hourthat are intended to survive separation from employment, or civil rights matters, including, but not limited to, Title VII in accordance with the terms of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such lawsAgreement. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.I further acknowledge that:

Appears in 2 contracts

Samples: Actinium Pharmaceuticals, Inc., Actinium Pharmaceuticals, Inc.

Release of Claims. In return exchange for the benefits conferred consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employeeyou hereby generally and completely release, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases acquit and forever discharges discharge the Company and its pastparent or subsidiary entities, present successors, predecessors and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, its and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents shareholders, agents, attorneys, insurers, affiliates and insurersassigns, from any and all claims, actionsliabilities and obligations, causes of actionboth known and unknown, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising that arise from or relating are in any way related to Employee's employment with Companyevents, acts, conduct, or omissions occurring at any time prior to and including the termination of such employment, except for any claim for payment or performance pursuant to the terms of date you sign this Agreement. This general release includes, but is not limited to, : (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims that Employee might have for reemployment or reinstatement or for additional related to your compensation or benefits and applies to from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims that Employee might have under either federal, state or local law dealing with employment, for breach of contract, tortwrongful termination, wage and hourbreach of the implied covenant of good faith and fair dealing; (d) all tort claims, or civil rights matters, including, including but not limited toto claims for fraud, Title VII defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment ActAct of 1967 (as amended) (the “ADEA”), the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsCalifornia Labor Code, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, you are not hereby releasing the Company from any regulations under such laws. This release shall not affect any accrued rights Employee obligation it may otherwise have under any medical insurance, workers compensation or retirement plan because to indemnify you for your acts within the course and scope of Employee's prior your employment with the Company, pursuant to the articles and bylaws of the Company, any fully executed written agreement with the Company, or applicable law. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERYou represent that you have no lawsuits, KNOWN OR UNKNOWNclaims or actions pending in your name, CONTINGENT OR LIQUIDATEDor on behalf of any other person or entity, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEagainst the Company or any other person or entity subject to the release granted in this paragraph. In addition, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEyou covenant not to xxx, initiate, or continue any legal or administrative proceeding with regard to any or all claims you have released herein.

Appears in 2 contracts

Samples: Chordiant Software Inc, Chordiant Software Inc

Release of Claims. In return for consideration of the payments and benefits conferred under described in Section 4(d) and Section 4(e) of the employment agreement (the “Employment Agreement Agreement”), effective May ___, 2020, by and this Agreement (between Executive and the Company, to which Employee acknowledges Company has no legal obligation to provide if Employee Executive agrees Executive is not entitled until and unless Executive executes and does not enter into revoke this Agreement)Release, EmployeeExecutive, for and on behalf of Employee herself and Employee's her heirs, executors, administrators, successors administrators and assigns, hereby waives and releases any and forever discharges all complaints, claims, suits, controversies, and actions, whether known or unknown, suspected or claimed, which Executive, or any of the Executive’s heirs, executors, administrators or assigns ever had, now has or may have against the Company and and/or its pastrespective predecessors, successors, past or present and future parents or subsidiaries, affiliates, future parent companiesinvestors, subsidiariesbranches or related entities, predecessorsin their respective capacities as such (collectively, successors and including the Company, the “Entities”) and/or the Entities’ past or present stockholders, insurers, assigns, and each of their pasttrustees, present and future shareholdersdirectors, officers, directorslimited and general partners, employeesmanagers, joint venturers, members, employees or agents and insurersin their respective capacities as such (collectively with the Entities, from any and all claimsthe “Releasees”) by reason of circumstances, actionsacts or omissions which have occurred on or prior to the date that this Release becomes effective, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, (a) any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either (i) federal, state or local law dealing with laws pertaining to employment or termination of employment, contractincluding the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and houras amended, or civil rights mattersthe Civil Rights Act of 1991, includingas amended, but not limited tothe Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities ActEqual Pay Act of 1963, as amended, the Family and Medical Leave Act of 1993, as amended, the Worker Adjustment Restraining and Notification Act, similar as amended, the Executive Retirement Income Security Act of 1974, as amended, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state lawsor local counterparts (including, but not limited to, the Pennsylvania Human Relations Act); (ii) any other federal, state or local civil or human rights law; (iii) any other local, state, or federal law, regulation or ordinance; (iv) any public policy, contract and/or quasi-contract or tort (including, but not limited to, claims of breach of the Employment Agreement, an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress); (v) common law; or (vi) any policies, practices or procedures of the Company; or (b) any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (the “Released Claims”). By signing this Release, Executive acknowledges that she intends to waive and release any rights known or unknown that she may have against the Releasees under these and any regulations under such other laws. This release shall Notwithstanding the foregoing, Executive does not affect release, discharge or waive: any accrued rights Employee to indemnification that she may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State of Delaware or any medical insuranceother state of which any such subsidiary or affiliate is a domiciliary, the Employment Agreement or any indemnification agreement between Executive and the Company, including those that cannot be released as a matter of law, such as her rights to COBRA, workers compensation compensation, and unemployment insurance; any rights to insurance coverage under any directors’ and officers’ personal liability insurance or retirement plan because fiduciary insurance policy; any rights she may have in her capacity as a stockholder of Employee's prior employment with the Company; any rights she may have to enforce the vested terms of any equity or other incentive agreement previously provided to her; any rights she may have to severance benefits and payment of Accrued Obligations or the Earned Bonus under the Employment Agreement (the “Excluded Claims”). EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe Executive acknowledges that she has made no assignment or transfer of any right, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDdemand, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcause of action, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor other matter covered by this Section 1.

Appears in 2 contracts

Samples: Employment Agreement (Cognition Therapeutics Inc), Employment Agreement (Cognition Therapeutics Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, Bxxxx Xxxxxx for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation or retirement plan I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination because of Employee's prior age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may be amended from time to time. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERI expressly acknowledge and agree that - ● I am able to read the language, KNOWN OR UNKNOWNand understand the meaning and effect, CONTINGENT OR LIQUIDATEDof this Release, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE● I have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release,

Appears in 2 contracts

Samples: Employment Agreement (Genvor Inc), Employment Agreement (Genvor Inc)

Release of Claims. (a) In return for consideration of the benefits conferred under offered herein, Consultant hereby agrees to release and discharge the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsCompany, and each of their past, present and future shareholders, the Company's officers, directors, employees, and agents and insurers(collectively, the "Released Parties") from any and all claims, actions, causes of action, disputes, liabilities or damages, action and demands of any every kind, arising at law or in equity, which may now exist Consultant has or hereafter may be discoveredever had against any of them, specifically arising up to and including the date Consultant signs this Termination Agreement, including, but not limited toto claims arising out of the Consulting Agreement, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to EmployeeConsultant's employment relationship with Company, the Company or the termination of such employmentthereof under any contract, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includestort, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, fair employment practices or civil rights matters, law including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Older Workers Benefit Protection Act, the Family and Medical Leave ActEmployee Retirement Income Security Act of 1974, similar state lawsthe New Jersey Law Against Discrimination, and or any regulations under such lawsclaim for physical or emotional distress or injuries, or any other duty or obligation of any kind or description. This release shall apply to all known, unknown, unsuspected and unanticipated claims, liens, injuries and damages including, but not limited to, claims of employment discrimination, indemnity or discharge, or claims sounding in tort or in contract, express or implied as of the date of the execution of this Termination Agreement. Except to enforce the provisions of this Termination Agreement, Consultant agrees not to initiate any legal action, charge or complaint seeking to recover damages against any of the Released Parties relating to the matters covered or contemplated by this Termination Agreement or that is based on events that took place prior to the date of execution hereof or claims existing as of the date of execution hereof. In the event Consultant asserts any such actions, charges or complaints in the future, Consultant agrees that the Company, in addition to any other remedies available at law or in equity, shall be entitled to recover its costs and the attorneys fees incurred by one or more of the Released Parties in defending such action, charge or complaint. This Termination Agreement shall not affect Consultant's rights and obligations under the terms of any accrued rights Employee may have under any medical insurance, workers compensation pension or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE401k plan.

Appears in 2 contracts

Samples: Termination Agreement (H Power Corp), Termination Agreement (H Power Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and by this Agreement (and described in the Employment Agreement), which Employee -------------- acknowledges Company has no legal obligation to provide if Employee -------------- does not enter into this Agreement), Employee--------------, on behalf of Employee himself and Employee's his heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee--------------'s employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee -------------- might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee he might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee -------------- may have under any medical insurance, workers workers' compensation or retirement plan because of Employee's his prior employment with - 1 - Company. EMPLOYEE -------------- ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE HE MAY HAVE AGAINST COMPANY Company AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 2 contracts

Samples: Employment Agreement (Epitope Inc/Or/), Employment Agreement (Epitope Inc/Or/)

Release of Claims. In return for You voluntarily and irrevocably release and discharge the benefits conferred under Company, each related or affiliated entity, employee benefit plans, and the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors successors, and assignsassigns of each of them, and each of their past, present respective current and future shareholders, former officers, directors, shareholders, employees, and agents and insurers, from (any and all of which are referred to as “Releasees”) generally from all charges, complaints, claims, actionspromises, agreements, causes of action, disputes, liabilities or damages, of and debts that relate in any kindmanner to your employment with or services for the Company, known or unknown (“Claims”), which may now exist or hereafter may be discoveredyou have, specifically includingclaim to have, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyever had, or ever claimed to have had against any of the termination of such employment, except for any claim for payment or performance pursuant to Releasees through the terms of date on which you execute this Agreement. This general release of Claims includes, but is not limited towithout implication of limitation, any claims that Employee might have for reemployment or reinstatement or for additional all Claims related to the compensation or benefits and applies provided to claims that Employee might have under either federalyou by the Company, state or local law dealing with your decision to resign from your employment, contractyour termination from the Company, tortyour resignation from directorships, wage offices and hourother positions with the Company, or civil rights mattersyour activities on behalf of the Company, including, but not limited towithout implication of limitation, any Claims of wrongful discharge, breach of contract, breach of an implied covenant of good faith and fair dealing, tortious interference with advantageous relations, any intentional or negligent misrepresentation, and unlawful discrimination or deprivation of rights under the common law or any statute or constitutional provision (including, without implication of limitation, the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct and Chapter 151B of the Massachusetts General Laws). You also waive any Claim for reinstatement, damages of any nature, severance pay, attorney’s fees, or costs. You agree that you will not hereafter pursue any Claim against any Releasee, by filing a lawsuit in any local, state or federal court for or on account of anything that has occurred up to the present time as a result of your previous employment and you shall not seek reinstatement, damages of any nature, severance pay, attorney’s fees, or costs, provided, however, that nothing in this general release shall be construed to include a release of Claims that (a) arise from the Company’s obligations under this Agreement, the Family and Medical Leave ActEmployment Agreement, similar state lawsany equity award/grant agreements (of whatever name or kind), and any regulations shareholder agreements between you and the Company, (b) relate to your status as a shareholder in the Company, (c) relate to the Company’s obligation to defend and indemnify you under such the terms of your indemnification agreement with the Company, the Company’s certificate of incorporation and by-laws, Delaware law and any applicable directors and officers liability insurance policy, and (d) cannot be released as a matter of law. This release shall You represent you have not affect assigned to any accrued rights Employee may third party and you have under not filed with any medical insurance, workers compensation agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (IntraLinks Holdings, Inc.), Employment Agreement (IntraLinks Holdings, Inc.)

Release of Claims. In return for (a) By executing this letter, you hereby irrevocably and unconditionally release, acquit, and forever discharge the benefits conferred under the Employment Agreement Company and this Agreement each of its predecessors, successors, assigns, agents, directors, trustees, officers, employees, representatives, attorneys, divisions, subsidiaries (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreementincluding, without limitation, Systems Research and Applications Corporation), Employeeand affiliates (and agents, on behalf directors, officers, employees, representatives, and attorneys of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future such parent companies, divisions, subsidiaries, predecessorsand affiliates), successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, (hereinafter “Released Parties”) from any and all claims, rights, demands, actions, liabilities, obligations, causes of actionaction of any and all kinds, disputesnature and character whatsoever, liabilities known or unknown, arising at any time before the date that you sign this letter, whether based on: any employee welfare benefit or pension plan governed by the Employee Retirement Income Security Act (“ERISA”), as amended; the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended; the Older Worker Benefit Protection Act, as amended; the Americans With Disabilities Act (“ADA”), as amended; the Fair Labor Standards Act, as amended; any other comparable federal, state, or local laws regarding employment discrimination; any negligent or intentional tort; any contract (implied, oral, or written); or any other theory of recovery under federal, state, or local law, and whether for compensatory or punitive damages, of any kindor other equitable relief, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities claims which you may now have or damagesmay have had, arising from or relating to Employee's in any way whatsoever connected with your prior employment or contacts with Company, the Company or the termination Released Parties whatsoever. The foregoing is not intended to waive any rights you may have as a past officer or employee of such employmentSRA against insurance carriers under Directors’ and Officers’ Liability insurance that SRA, in its discretion, may obtain from time to time. You specifically agree that this paragraph 5 extends to claims which you do not know or suspect to exist in your favor and which, if you did know to exist, would have materially affected the provisions of this letter. You will not cause or encourage any future legal proceedings to be maintained or instituted against any of the Released Parties, and will not participate in any manner in any legal proceedings against any of the Released Parties, with respect to any claims released under this paragraph 5, except for as required by law. You agree that you will not accept any claim for payment remedy or performance pursuant to recovery arising from any charge filed or proceedings or investigation conducted by the terms of this Agreement. This release includes, but is not limited to, EEOC or by any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, human rights or civil employment rights matters, including, but not limited to, Title VII enforcement agency relating to any of the Civil Rights Act matters released herein. You further represent that as of 1964the date that you sign this letter, you are not suffering from a work-related injury and that you have not failed to report a work-related injury to the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 1 contract

Samples: Separation Agreement and General Release (Sra International Inc)

Release of Claims. A. In return for the benefits conferred under the Employment Agreement listed in Sections I(A) and this Agreement (which Employee acknowledges Company has no legal obligation I(C) above, subject to provide if Employee does not enter into this Agreement)rescision provisions of Section X, Employee, on behalf of Employee and Employee's , Employee’s heirs, executors, family members, beneficiaries, assignees, administrators, successors successors, and assignsexecutors or anyone acting or claiming to act on Employee’s behalf, hereby releases and forever discharges Company discharges, in full and its pastfinal settlement, present the Company, Xxxxxx and future affiliatesall of their predecessors and successors, future parent companiesand all of Xxxxxx’x, the Company’s and their predecessors’ and successors’ respective divisions, parents, subsidiaries, predecessorsaffiliated organizations, successors and assignscompanies, foundations, and each of their pastother corporations as well as past and present employees, present and future shareholdersagents, officials, officers, directors, employeesboard members and representatives, agents both individually and insurersin their representative capacities (collectively, the “Released Parties”), from any and all claims, actions, claims or causes of actionaction of any type, disputesboth known or unknown, liabilities or damagesasserted and unasserted, direct and indirect, and of any kind, which may now exist nature, or hereafter may be discovereddescription whatsoever, specifically includingunder any local, but not limited tostate, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyfederal law(s), or the termination common law of such employmentthe State of Texas, except for arising or which may have arisen at any claim for payment or performance pursuant time prior to the terms date of this Agreement. This release includes, but is not limited to, any and all claims that Employee might have for reemployment arising from Employee’s employment with the Company or reinstatement any business entity related to or for additional compensation or benefits and applies to acting on behalf of the Company, including claims that Employee might have arising under either federalthe Texas Commission of Human Rights Act, state or local law dealing with employmentthe Texas Payday law, contract, tort, wage and hour, or civil rights matters, including, but not limited toretaliation claims under the Texas Workers Compensation Act, Title VII of the 1964 Civil Rights Act of 1964Act, the Age Discrimination in Employment Actas amended, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under such lawsother local, state, or federal law(s) relating to illegal discrimination in the workplace or other unlawful employment practices, as well as any claims that Employee may have been wrongfully discharged, that a employment contract has been breached, that Employee has been harassed or otherwise treated unfairly during Employee’s employment, or that Employee has been defamed in any fashion. Subject to the following paragraph, this release also includes any claims Employee may have based arising out of or connected with (i) the transactions contemplated by the Merger Agreement, (ii) Employee’s position as a director, officer, employee, stockholder and/or optionholder of the Company, or (iii) Employee’s ownership, transfer or conversion of any securities of the Company (other than his right to receive the Applicable Per Share Merger Consideration in respect of his capital stock and including his right to receive his Escrow Contribution, all in accordance with the Merger Agreement and the Escrow Agreement (as defined in the Merger Agreement)). This release shall also includes any claims for libel or slander, claims for assault or battery, claims for infliction of emotional distress whether intentional or negligent, claims of negligence (including negligent hiring, negligent supervision, and negligent retention), or any and all other claims arising out of Employee’s employment relationship with the Company, Employee’s termination of employment with the Company, or arising under the common law of any state. This release also includes any claims for attorney’s fees that Employee has or may have had for any claim identified above. Employee acknowledges that the severance benefits set forth in Sections I(A) and I(C) above constitute adequate consideration for this release. Notwithstanding the foregoing, Employee does not affect hereby release any claims for workers’ compensation (except for claims of retaliation which are released) or unemployment compensation benefits or other claims that cannot by law be released. In addition, any 401(k) retirement benefits, retirement, pension or other benefits that have accrued to Employee and vested under the Company’s plans, are not released and will be paid or otherwise handled in accordance with the terms of such plan (or plans) outside of this Agreement. In addition, Employee does not hereby release any rights Employee he may have under the Merger Agreement (including his right to receive the Applicable Per Share Merger Consideration (as defined therein) in respect of equity securities held by him and including his Escrow Contribution, all in accordance with the Merger Agreement and the Escrow Agreement) or any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe related Transaction Documents (as defined in the Merger Agreement).

Appears in 1 contract

Samples: Stock Purchase Agreement (Lawson Software, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement I hereby fully and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)finally release and discharge NBCUniversal Media, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company LLC and its pastcurrent, present former, and future affiliatesaffiliates and related entities, future parent companiesincluding, without limitation, parents, subsidiaries), predecessors, successors successors, divisions, joint ventures and assigns, and each of their past, these entities’ past or present and future shareholdersdirectors, officers, directors, employees, agents partners, members, principals, agents, insurers, co-insurers, re-insurers, shareholders, attorneys, personal or legal representatives in their individual and insurerscorporate capacities (“Defendant Releasees”), from any and all claims, actions, causes known and unknown wage and hour and wage payment claims against Defendant Releasees that arose out of action, disputes, liabilities or damages, of are in any kind, which may now exist or hereafter may be discovered, specifically way related to unpaid internships including, but not limited to, all claims for wages, overtime compensation, minimum wages, deductions from pay, meal and rest breaks, failure to comply with wage statement, wage notice and recordkeeping obligations, retaliation, penalties and interest under any and all applicable state and local laws, as well as the common law, and any other claims premised upon alleged wage and hour and wage payment violations, notification requirement or recordkeeping obligations, through [insert the Preliminary Approval Date]. This release of claims shall include any and all applicable state or local law wage and hour, wage payment claims and associated notice and recordkeeping obligations, demands, actions, rights, causes of action, and liabilities against Defendant Releasees that arose out of or are in any way related to unpaid internships, of whatever kind and nature, character, and description, whether in law or equity, whether sounding in tort, contract, statute, or other applicable law, whether known or unknown, and whether anticipated or unanticipated, including claims not known or suspected to exist at the time of the entry of the Court’s Judgment in the Litigation, for any type of relief, including without limitation claims for wages, damages, premium pay, unpaid costs, penalties (including late payment penalties), liquidated damages, punitive damages, interest, attorneys’ fees, litigation costs, restitution, or equitable relief, based on the following categories of allegations: (a) any and all wage and hour and wage payment claims asserted in the Litigation that arise under the law of any state and/or locality, including the statutes identified in Exhibit 10 to the Stipulation of Settlement filed with the Court; (b) any and all claims under applicable state and/or local laws for the failure to pay any type of overtime compensation or minimum wage; (c) any and all claims under applicable state and/or local laws for the failure to provide or pay for meal breaks, and/or rest periods; (d) any and all claims under applicable state and/or laws stemming from or based on the alleged misclassification of interns as non-employees; (e) any and all claims, disputesincluding without limitation state and/or local statutory and common law claims, alleging unlawful imposition, deduction, or chargeback from compensation for expenses or costs under applicable state laws; (f) any and all claims, including without limitation state and/or local statutory and common law claims, for failure to reimburse, indemnify, cover or pay for business costs and/or deductions; and (g) all claims for penalties or additional damages which allegedly arise from the claims described in (a) through (f) above under any applicable law (collectively “Released State Law Claims”). The Released State Law Claims include claims meeting the above definition under any and all applicable statutes, regulations, or common law of the following states, commonwealths, and/or districts: California, Connecticut and New York. THE RELEASED STATE LAW CLAIMS ALSO INCLUDE ALL BENEFITS AND RIGHTS OF ANY STATUTE, RULE, DOCTRINE, OR COMMON LAW PRINCIPLE OF ANY JURISDICTION WHATSOEVER THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO UNKNOWN CLAIMS INCLUDING WITHOUT LIMITATION ANY APPLICABLE BENEFITS OR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. I additionally hereby release and discharge the Defendant Releasees from any and all of the following claims, obligations, demands, actions, rights, causes of action, and liabilities against Defendant Releasees, of whatever kind and nature, character and description, whether known or unknown, and whether anticipated or unanticipated, including claims not known or expected to exist at the time of the entry of the Court’s Judgment in the Litigation, that arose out of or are in any way related to Unpaid Internships through [insert Preliminary Approval Date] including: (i) all claims arising under the Fair Labor Standards Act of 1938 (“FLSA”), as amended, 29 U.S.C. § 201, et seq., including all claims under for any type of relief, including without limitation claims for wages, overtime pay, minimum wages, damages, arising from or relating to Employee's employment with Companyfor retaliation damages; and (ii) all claims for unpaid costs, penalties (including late payment penalties), liquidated damages, punitive damages, interest, attorneys’ fees, litigation costs, restitution, or equitable relief based on the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreementclaims in (i) above . This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES EXHIBIT 2 FULL AND AGREES THAT THROUGH THIS GENERAL RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND OF CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.(XXXXXXXX)

Appears in 1 contract

Samples: Stipulation and Settlement Agreement

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Release of Claims. In return for consideration of the payments and benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)granted hereunder, Employee, on behalf of Employee himself and Employee's heirs, executors, administrators, successors his heirs and assigns, hereby irrevocably and unconditionally releases and forever discharges Company discharges, individually and collectively, the Company, its pastaffiliated companies, present and future affiliateseach of their respective officers, future directors, employees, shareholders, representatives, parent companies, subsidiaries, predecessors, successors and successors, assigns, attorneys and each all persons acting by, through or in concert with them (hereinafter referred to in this Section 7 as "Trimeris"), of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all charges, claims, actionscomplaints, demands, liabilities, causes of action, disputeslosses, liabilities costs or damages, expenses of any kindkind whatsoever (including related attorneys' fees and costs), which known or unknown, suspected or unsuspected, that Employee may now exist have or hereafter may be discoveredhas ever had against Trimeris by reason of any act, specifically includingomission, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companytransaction, or event occurring up to and including the termination date of such employment, except for any claim for payment or performance pursuant to the terms signing of this Agreement. This waiver, release includesand discharge includes without limitation, claims related to any wrongful or unlawful discharge, discipline or retaliation, any contract of employment, whether express or implied, any promotions or demotions, compensation including commissions, short term or long term incentives, the Company's benefit plan(s) and the management thereof, defamation, slander, libel, invasion of privacy, misrepresentation, fraud, infliction of emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to the Employee's employment with the Company and the termination thereof. This waiver, release and discharge further applies but is not limited to, to any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, based on Title VII of the Civil Rights Act of 1964, the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Vietnam Era Veterans' Readjustment Act, the Fair Labor Standards Act, the Workers Adjustment and Retraining Notification Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, similar state lawsAct (all as they may be amended), and any other applicable federal, state or local laws, ordinances and regulations under such lawsincluding those relating to discrimination to the extent permitted by law. This release shall Employee expressly waives all claims, including those which he does not affect any accrued rights Employee may have under any medical insuranceknow or suspect to exist in his favor as of the date of this Agreement against Trimeris. As used herein, workers compensation the parties understand the word "claims" to include all actions, claims, and grievances, whether actual or retirement plan because of potential, known or unknown, and specifically but not exclusively including all claims against Trimeris recited in Section 7 hereof or otherwise arising from Employee's prior employment with the Company, the termination thereof or any other conduct or negotiations occurring on or prior to the date Employee signs this Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERAll such claims are forever barred by this Agreement whether they arise in contract or tort or under a statute or any other law. The final release of all claims by Employee against Trimeris constitutes a material part of the consideration flowing from Employee to Trimeris under this Agreement, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEand each of the individuals and entities included within the term "Trimeris" is an intended beneficiary of this consideration.

Appears in 1 contract

Samples: Employment Termination and General Release Agreement (Trimeris Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), EmployeeYou agree, on behalf of Employee and Employee's yourself, your heirs, executors, administrators, successors administrators and assigns, hereby releases to release, acquit and forever discharges discharge the Company and its past, present subsidiaries and future affiliates, future parent companies, subsidiaries, predecessors, successors divisions and assigns, its and each of their past, present respective current and future shareholders, former officers, directors, employees, agents agents, owners, affiliates, employee benefit plans and their fiduciaries, trustees, and administrators, insurers, representatives, attorneys, successors and assigns (the “Company Released Parties”) of and from any and all claims, actions, manner of actions and causes of action, disputessuits, liabilities or debts, damages, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, rights and demands whatsoever, whether known or unknown (“Losses”), which you, your heirs, executors, administrators and assigns ever had, now have or may hereafter have, against the Company Released Parties or any of them arising out of or by reason of any kindcause, which may now exist claim, controversy, matter or hereafter may be discoveredthing whatsoever, specifically including, including but not limited to, to any and all claimsclaims (a) arising under the Michigan Xxxxxxx-Xxxxxx Civil Rights Act, disputesMichigan Persons With Disabilities Civil Rights Act, actionsMichigan Payment of Wages and Fringe Benefits Act, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to Age Discrimination in Employment Act (the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to"ADEA"), Title VII of the Civil Rights Act of 1964Act, the Age Discrimination in Employment Genetic Information Nondiscrimination Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state the Older Workers Benefit Protection Act, the Equal Pay Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, anti-retaliation laws, "whistleblower" laws, and any regulations other equivalent or similar federal, state, or local constitution, statute, rule, or regulation, (b) any and all claims or controversies arising out of or relating to your employment by the Company and its predecessors and the cessation thereof, (c) any and all claims or controversies relating to your compensation and/or benefits by or from the Company and its predecessors and (d) any and all matters arising under such lawsany federal, state or local statute, rule, regulation or whether based in law or equity. This No claim, right or cause of action is reserved, except that the foregoing release shall not affect apply to your rights under this Agreement, to claims that arise under the ADEA after the date on which you execute this Agreement, and to claims that by law cannot be released or waived. Xxxxxxx X. XxXxxxx, Xx. June 4, 2013 Page 5 of 9 You understand that as a result of the prior paragraph, you will not have the right to assert that the Company or any accrued Company Released Party unlawfully terminated your employment or violated any of your rights Employee in connection with your employment. You affirm that you have not filed, and agree, to the maximum extent permitted by law, not to initiate or cause to be initiated on your behalf, any complaint, charge, claim or proceeding against the Company Released Parties before any federal, state or local agency, court or other body relating to your employment, the cessation thereof or any other matters covered by the terms described above, and agree not to voluntarily participate in such a proceeding. Further, you hereby waive your right to, and agree, to the maximum extent permitted by law, not to, seek, receive, collect, or benefit from any monetary or other compensatory settlement, award, judgment, or other resolution (including a resolution that would otherwise provide for reinstatement to employment) of any complaint, charge, or claim that any agency or other body pursues against any of the Company Released Parties, whether pursued solely on your behalf or on behalf of a greater class of individuals. Nothing in this Agreement shall preclude or prevent you from filing a claim with the Equal Employment Opportunity Commission that challenges the validity of the release in this paragraph 21 solely with respect to your waiver of any Losses that may have arise under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe ADEA.

Appears in 1 contract

Samples: Letter Agreement (Meritor Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement executed on August 8, 2022 and effective as of August 23, 2022, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and Xxxxxx Xxxx (my “Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any regulations claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such lawswaiver); (ii) initiating or participating in an investigation or proceeding conducted by the EEOC; or (iii) reporting possible violations of federal, states, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company. I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45]1 days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. ____________________________ 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior and all claims to re-employment with Companythe Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe provisions of this Release will be binding upon my heirs, KNOWN OR UNKNOWNexecutors, CONTINGENT OR LIQUIDATEDadministrators, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVElegal representatives, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. Xxxxxx Xxxx

Appears in 1 contract

Samples: Employment Agreement (Vistra Corp.)

Release of Claims. In return for the benefits conferred under the Employment You hereby acknowledge and agree that by signing this Agreement and this Agreement accepting the consideration to be provided to you, including but not limited to the Severance Package, you (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee yourself and Employee's your representatives, agents, estate, heirs, attorneys, insurers, spouse, executors, administrators, successors and assigns, hereby releases ) are waiving and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsreleasing your right to assert any Claim, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, you hereby release the Company from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesClaim, arising from acts, omissions, facts or relating to Employee's circumstances that occurred on or before the Effective Date. You agree that your waiver and release bars any form of legal claim, lawsuit, charge, complaint or any other form of action against the Company (each, a “Claim”) seeking money or any other form of relief, including without limitation equitable relief (whether declaratory, injunctive or otherwise), damages or any other form of monetary recovery whatsoever (including without limitation back pay, front pay, compensatory damages, overtime pay, emotional distress, punitive damages, attorneys’ fees and any other costs or expenses). You understand that there could be unknown or unanticipated Claims resulting from your employment with Companythe Company and the termination of your employment, and you agree that such Claims are included in this waiver and release. You specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination of such your employment, including without limitation Claims under any statute, ordinance, regulation, executive order, common law, constitution and any other source of law of any state, country and/or locality, including but not limited to the United States, the Commonwealth of Massachusetts, the state in which you reside, and/or any other state or locality where you worked for the Company (collectively “Law” or “Laws”). Without limiting the foregoing waiver and release, except for any claim for payment Claims resulting from the failure of the Company to perform its obligations under this Agreement or performance your rights to indemnification pursuant to the terms of this Agreement. This release includesCompany charter documents, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourBylaws, or civil rights matters, including, but not limited to, Title VII of an indemnification agreement with the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state lawsCompany, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical applicable directors’ and officers’ liability insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.you specifically waive and release the Company from:

Appears in 1 contract

Samples: Separation Agreement and Release (CarGurus, Inc.)

Release of Claims. In return for Retiree's retirement is voluntary and has not been required by Company. Effective at the benefits conferred under the Employment Retirement Date, in consideration of this Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does additional benefits not enter into this Agreement)required by policies and practices of Company, EmployeeRetiree, on behalf of Employee and EmployeeRetiree, Retiree's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company Company, and its past, present then current and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, shareholders, managers, employees, agents representatives, related entities, successors and insurers, assigns of and from any and all claims, actionsdemands, and causes of action, disputes, liabilities or damages, action of any kindkind or nature, whether known or unknown, suspected or unsuspected to Retiree, which may now exist Retiree then holds or hereafter may be discovered, specifically owns or has at any time before the Retirement Date owned or held against any of the released persons or entities including, but not limited to, any and all claims, disputes, actions, claims or causes of actionaction for alleged breach of any contractual obligation, liabilities or damagesclaims of race, arising from or relating to Employee's employment with Companysex, age, or disability discrimination, including discrimination under the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited toAge Discrimination in Employment Act, 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, the Americans with With Disabilities Act, the Family and Medical Leave Act, similar or any other federal, state or local laws, and any regulations under such lawsto the maximum extent allowable by law. This release shall not affect include any accrued claims for salary, vacation pay and fringe benefits that arise from the normal course of Retiree's employment and that become due and payable prior to the Retirement Date, and shall also not include any benefits due to Retiree pursuant to the Company's stock purchase program, savings and profit sharing plan and deferred compensation plan. Effective at the Retirement Date, in consideration of this Agreement, Company, on behalf of Company, its related entities, and their successors and assigns, releases Retiree, Retiree's heirs, executors, successors and assigns of and from any and all claims, demands, and causes of action of any kind or nature, whether known or unknown, suspected or unsuspected to Company, which Company then holds or owns or has at any time before the Retirement Date owned or held against any of the released persons. This release shall not include any loans to the Retiree or other amounts due and payable by Retiree, nor shall this release include any of the Retiree's obligations or duties or the Company's rights Employee may have under this Agreement. This Agreement does not constitute an admission of liability on the part of Company or Retiree, any medical insuranceand all such liability hereby being expressly denied, workers compensation nor does the inclusion of a release imply that Retiree has asserted any such claim against Company arising out of his employment or retirement plan because otherwise, or that the Company has asserted any such claim against Retiree arising out of Employee's prior his employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEor otherwise.

Appears in 1 contract

Samples: Retirement and Consulting Agreement (Osullivan Industries Holdings Inc)

Release of Claims. In return for the benefits conferred under the Employment After adequate opportunity to review this Release Agreement and this Agreement (which Employee acknowledges Company has no to obtain the advice of legal obligation to provide if Employee does not enter into this Agreement)counsel of Executive’s choice, EmployeeExecutive hereby releases, on behalf acquits and forever discharges the Company, and all of Employee and Employee's heirsits directors, executorsofficers, administratorsagents, employees, affiliates, parents, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claimsliability whatsoever arising from or relating to (i) his employment by the Company, actions(ii) his separation from employment with the Company, causes or (iii) any other claim or liability, excluding liabilities from claims arising under this Release Agreement or under Sections 6(d) and 9 of actionthe Employment Agreement, disputesincluding those claims related to Executive’s vested Employee options, liabilities Accrued Obligations, the obligations in paragraph 9(g) of the Employment Agreement, and any rights of indemnification from third party claims that existed prior to Executive’s termination. Subject to the foregoing, by this Release, Executive gives up any right to make a claim, bring a lawsuit, or damagesotherwise seek money damages or court orders as a result of his employment by the Company, his separation from employment with the Company, or otherwise. Executive hereby acknowledges and intends that this Release applies to any statutory or common law claims which have arisen through the date of any kindExecutive’s signature below, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all claimsclaims of unpaid wages, disputesstock options, actionswrongful termination, causes defamation, intentional or negligent infliction of actionemotional distress, liabilities or damagesnegligence, arising from or relating to Employee's employment with Companybreach of contract, or the termination of such employmentfraud, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, and any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Illinois Human Rights Act (IHRA), the Family and Medical Leave Act, similar state lawsthe Employee Retirement Income Security Act, and any regulations under other local, state or federal statutes. Executive acknowledges that this Release includes all claims Executive is legally permitted to release and as such lawsdoes not apply to any claim for reemployment benefits, nor does it preclude Executive from filing a charge of discrimination with the state Department of Human Rights or the federal Equal Employment Opportunity Commission although Executive would not be able to recover any damages if Executive filed such a charge. This Release includes but is not limited to all claims relating to Executive’s employment and the separation of Executive’s employment. This Release Agreement shall be binding upon Executive and upon his heirs, administrators, representatives, executors, successors and assigns. Notwithstanding anything to the contrary contained herein, in no event shall this Release Agreement constitute a release shall not affect any by Executive of his rights with respect to accrued rights Employee may have benefits to which he would otherwise be entitled under any medical insuranceof the Company's employee benefit plans, workers compensation programs or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEother employee benefit arrangements (excluding any severance plans or arrangements).

Appears in 1 contract

Samples: Jim McDevitt (Capital Growth Systems Inc /Fl/)

Release of Claims. In return for consideration of the benefits conferred under by this AGREEMENT, EXECUTIVE (ON BEHALF OF HERSELF, HER HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES FCB AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS), AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS, KNOWN OR UNKNOWN, SHE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HER RELATIONSHIP WITH FCB, OR HER SEPARATION THEREFROM arising before the Employment Agreement and execution of this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)by Executive, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited toto claims: (i) for discrimination, harassment or retaliation arising under any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourlaws, or civil rights mattersthe equivalent laws of an foreign country, including, prohibiting age (including but not limited to, Title VII of the Civil Rights Act of 1964, to claims under the Age Discrimination in Employment ActAct of 1967 (“ADEA”), as amended, and the 1To be revised based on facts and circumstances at time of execution. Older Worker Benefit Protection Act of 1990 (“OWBPA”)) (the release of ADEA and OWBPA claims shall collectively be referred to herein as the “ADEA Release”), sex, sexual orientation, gender identity, transgender status, national origin, race, color, religion, disability, genetic information, veteran status or other protected class discrimination, harassment or retaliation; (ii) for compensation and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Americans with Disabilities ActEmployee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar state federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory, contractual and common law; and (iv) for attorneys’ fees. Executive specifically waives her right to bring or participate in any regulations class or collective action against FCB. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under such laws. This release shall FCB’s 401(k) or money purchase pension plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights that cannot affect lawfully be released by a private settlement agreement; (ee) to enforce, or for a breach of, this Agreement; (ff) to payment of salary and paid time off to the extent earned prior to Executive’s date of termination; (gg) to reimbursement of any accrued rights Employee medical expenses that Executive or her eligible dependents may have incurred, for which Executive has submitted or will submit a claim, and which is reimbursable under the terms of any applicable medical insuranceplan sponsored by the Company in which Executive and/or her dependents are enrolled; (hh) to reimbursement of business expenses in accordance with applicable Company policy; (ii) to vested equity compensation awards (including any such awards that vest by virtue of Executive’s termination of employment) and deferred compensation previously granted or deferred under an applicable Company plan which rights, workers following execution of this Agreement, will continue to be governed by and subject to the terms and conditions of the applicable plan; (jj) to seek or receive unemployment compensation benefits or retirement plan because other government mandated benefits; [or] (kk) to indemnification (and advancement of Employee's prior expenses) to the maximum extent permitted by law and provided in the Company’s and its affiliates’ by-laws and to directors and officers insurance coverage[; or (ii) amounts of Annual Base Salary and Annual Bonus due under the “Annual Base Salary and Annual Bonus” section of the Letter Agreement upon the termination of Executive’s employment with Companyfor Good Reason or Disability (each as defined in the Letter Agreement) or death] (collectively, the “Reserved Claims”). EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERFor the purpose of implementing a full and complete release and discharge, KNOWN OR UNKNOWNExecutive expressly acknowledges that this Agreement is intended to include in its effect, CONTINGENT OR LIQUIDATEDwithout limitation, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEall claims which she does not know or suspect to exist in her favor at the time of execution hereof, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEand that this Agreement contemplated the extinguishment of any such claim or claims.

Appears in 1 contract

Samples: Release Agreement (First Citizens Bancshares Inc /De/)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated October 22, 2019 with Capitol Indemnity Corporation (such corporation, the “Company” and such agreement, my “Employment Agreement”)), and other good and valuable consideration, I, Xxxx X. Xxxxxxx, for and on behalf of Employee myself and Employee's my heirs, administrators, executors, administratorsand assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge each of the Company, and each of its direct and indirect subsidiaries and affiliates (including, without limitation, Alleghany Corporation and its subsidiaries), and their respective successors and assigns, hereby releases together with their respective current and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, partners, shareholders, employees, and agents and insurers(collectively, the “Group”), from any and all claimsclaims whatsoever up to the date hereof that I had, actionsmay have had, causes of actionor now have against the Group, disputeswhether known or unknown, liabilities for or damages, by reason of any kindmatter, which may now exist cause, or hereafter may be discoveredthing whatsoever, specifically including, but not limited to, including any and all claims, disputes, actions, causes claim arising out of action, liabilities or damages, arising from or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. The release of claims in this Agreement. This release Release includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct of 1990, the Civil Rights Act of 1991, the Family and Medical Leave ActAct of 1993, similar state the Worker Adjustment and Retraining Notification Act of 1988 and the Equal Pay Act of 1963, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Sections 5 and 16 of my Employment Agreement, (ii) any rights in respect of currently outstanding CapSpecialty and Alleghany equity or long-term incentive awards in accordance with their terms, (iii) any claims that cannot be waived by law, or (iv) my rights of indemnification as provided by, and in accordance with the terms of, the Employment Agreement, the Company’s by-laws, the Company’s Articles of Incorporation or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time. I expressly acknowledge and agree that I – Am able to read the language, and understand the meaning and effect, of this Release; Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had, and because of my execution of this Release; Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; Had or could have had [twenty-one (21)][forty-five (45)]1 calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; Was advised to consult with my attorney regarding the terms and effect of this Release; and Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs 1 To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This release paragraph shall not affect apply, however, to a claim of age discrimination under ADEA or to any accrued rights Employee may have under non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any medical insurance, workers compensation or retirement plan because of Employee's prior claims relating to my employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and Section 5 of my Employment Agreement will control as the exclusive remedy and full settlement of all such claims by me. EMPLOYEE ACKNOWLEDGES I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its General Counsel. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND AGREES THAT THROUGH PERFORMANCE OF THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS GOVERNED BY AND CLAIMS IS TO BE CONSTRUED UNDER THE LAWS OF EVERY KIND THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND NATURE WHATSOEVERTO BE PERFORMED IN THAT STATE, KNOWN WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR UNKNOWN, CONTINGENT CLAIM ARISING OUT OF OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE OTHER PERSONS NAMED ABOVE, EXCEPT UNITED STATES DISTRICT COURT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.SOUTHERN DISTRICT OF NEW YORK, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT SITTING IN NEW YORK, NEW YORK, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement. * * * I, Xxxx X. Xxxxxxx, have executed this Release of Claims on the respective date set forth below:

Appears in 1 contract

Samples: Employment Agreement (Alleghany Corp /De)

Release of Claims. In return for the benefits conferred under the Employment Agreement Charging Party represents and this Agreement affirms that she has been paid and/or received all leave (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreementpaid or unpaid), Employeecompensation, on behalf of Employee wages, bonuses, and/or benefits to which she may be entitled and Employee's heirsthat no other leave (paid or unpaid), executorscompensation wages, administratorsbonuses, successors and assignsand/or benefits due her, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from except as provided for in this Settlement Agreement. Charging Party acknowledges that she has disclosed to the Respondent any and all claimscompliance problems of which Charging Party is aware as a result of her employment, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all actual or potential violations of any federal, state or local law or regulation. In exchange for the promises and consideration provided herein, Charging Party, on behalf of herself, her agents, representatives, attorneys, assignees, heirs, executors, and administrators, hereby covenants not to sue and releases and forever discharges Respondent Saint Xxxx Park Refining Co., LLC, dba Andeavor, and its past and present employees, agents, insurers, officials, and officers, directors, shareholders, parent entities, subsidiary entities, contractors and affiliated entities ("Released Parties") from ANY AND ALL CLAIMS, ACTIONS, AND CAUSES OF ACTION, of any kind which Charging Party has or may have against the Released Parties, whether or not Charging Party now knows of those claims, disputes, actions, and causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or action up through the termination date of such employment, except for any claim for payment or performance pursuant to the terms of her signature on this Settlement Agreement. This release Release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might Charging Party may have under either federalthe Americans with Disabilities Act of 1990, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Minnesota Human Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 199 l; the Equal Pay Act; the Age Discrimination in Employment Act; the Rehabilitation Act of 1973, as amended; the Minnesota Whistleblower Act, Minn. Stat.§ 181.932; Minn. Stat.§ 181.14; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Occupational Safety and Health Act, as amended; the Xxxxxxxx-Xxxxx Act of 2002; the Consolidated Omnibus Budget Reconciliation Act (COBRA); the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act; the Genetic information Nondiscrimination Act; and any and all state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), public policy, wrongful discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the United States Constitution, the Americans with Disabilities ActMinnesota Constitution, or any other claim. Charging Party also releases any and all claims she may have that arose prior to the date of this Agreement under the Family and Medical Leave Act, similar state lawsand any claim for attorneys' fees or wages or other costs or expenses. Nothing in this Release (including but not limited to the release of claims, confidentiality, and any regulations other limiting provisions) (a) prevents Charging Party from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information, or (b) prevents Charging Party from exercising her rights under such laws. This release shall not affect Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Release Charging Party is waiving her right to recover any accrued rights Employee individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Charging Party or on her behalf by any third party, except for any right Charging Party may have to receive a payment from a government agency (and not the Respondent) for information provided to the government agency. Charging Party acknowledges that this release includes all claims that she is legally permitted to release. Charging Party acknowledges and specifically agrees that this release applies to the claims encompassed in her Charge and that she is aware of no other Charges pending filed by her or on her behalf. Charging Party agrees not to initiate any further legal proceedings related to the Charge, and agrees to dismiss any currently pending legal proceedings related to the Charge including EEOC File No. 26e201800141. Charging Party specifically agrees to the closure of both XXXX file No. 68478 and EEOC File No. 26e20180014 l and acknowledges that she will not receive a Notice of Right to Xxx related to these Charges. Charging Party also understands that under the terms of this general release, she is ineligible to receive Termination Allowance Plan benefits under the Respondent's Termination Allowance Plan or any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Companysimilar plan. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVECharging Party acknowledges and agrees that this general release covers both claims that she knows about and those that she may not know about.

Appears in 1 contract

Samples: Settlement Agreement

Release of Claims. In return for partial consideration of the payments and benefits conferred under the Employment described in Sections II and III of this Agreement and this Agreement (Section IV of the Plan, to which the Employee acknowledges Company has no legal obligation to provide if agrees the Employee does is not enter into entitled until and unless she executes this Agreement), the Employee, for and on behalf of the Employee and the Employee's heirs, executors, administrators, successors ’s heirs and assigns, subject to the following two sentences hereof, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and forever discharges Company unknown, in law or in equity, which the Employee ever had, now has or may have against AIG and its pastshareholders (other than X.X. Xxxxx & Co., present Inc. and future affiliatesStarr International Company, future parent companiesInc.), subsidiariessuccessors, predecessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directorspartners, employeesmembers, employees or agents and insurers(collectively, from any and all claimsthe “Releasees”), actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited towithout limitation, any and all claimscomplaint, disputes, actions, causes charge or cause of action, liabilities or damages, action arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with laws pertaining to employment, contractincluding the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age), tortthe National Labor Relations Act, wage and hourthe Civil Rights Act of 1991, or civil rights matters, including, but not limited tothe Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actall as amended; and all other federal, state, local and foreign laws and regulations. By signing this Agreement, the Americans with Disabilities Act, Employee acknowledges that the Family Employee intends to waive and Medical Leave Act, similar state laws, and release any regulations under such laws. This release shall not affect any accrued rights known or unknown that the Employee may have against the Releasees under these and any medical insuranceother laws; provided, workers compensation that the Employee does not waive or retirement plan because of release claims with respect to the right to enforce the Employee's prior ’s rights under this Agreement or with respect to any rights to indemnification under the Company’s Charter and by-laws (the “Unreleased Claims”). In addition, the Employee waives any claim to reinstatement or re-employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERAIG, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthe Employee shall not seek or accept employment with AIG after the Termination Date and the Employee agrees not to bring any claim based upon the failure or refusal of AIG to employ the Employee hereafter.

Appears in 1 contract

Samples: Release and Restrictive Covenant Agreement (American International Group Inc)

Release of Claims. In return exchange for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into consideration provided in this Agreement), Employeeyou, on behalf of Employee yourself and Employee's any of your past, present and future spouses, heirs, executors, administrators, successors successors, attorneys, and assigns, agrees to and hereby releases does irrevocably waive and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, release the Releasees from any and all claims, actionscharges, causes of actiondemands, disputesobligations, damages, liabilities or damages, causes of action of any kindkind whatsoever (hereinafter “claims”), which whether known or unknown, suspected or unsuspected, that you have or may now exist have against Releasees by reason of any act, omission, transaction or hereafter may be discoveredevent occurring up to and including the date of this Agreement, specifically including, but not limited towithout limitation, any and all claims, disputes, actions, causes claim related to or arising out of action, liabilities or damages, arising from or relating to Employee's your employment with Company, or the termination of such that employment, except for any claim for payment without regard to whether such claims are based on alleged breach of an obligation or performance pursuant to the terms of duty arising in contract, tort, statute or otherwise. It is expressly understood and agreed by you that this Agreement. This waiver and release includes, but is not limited to, any and all claims for breach of contract, fraud, defamation, infliction of emotional distress, wrongful termination, discrimination, harassment, retaliation, whistleblower, and/or any statutory rights that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might you may have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act (“OWBPA”), the Family Medical Leave Act, the Americans with Disabilities Act, the Family and Medical Leave Rehabilitation Act, similar state lawsthe Equal Pay Act, the Genetic Information and Discrimination Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, and any regulations under such lawsother federal, state, local, or foreign law, rule, regulation, code or ordinance (statutory, regulatory, or otherwise) that may be legally waived and released. This release shall is not affect any accrued intended to apply to claims which you cannot legally waive, such as for unemployment or workers’ compensation benefits. This Agreement is a full, final, and unconditional release of all claims by you, known or unknown, asserted or unasserted, arising out of the matters released above. You waive all rights Employee or benefits that you may now or in the future have under any medical insurancestate, workers federal or local law limiting the effect of a general release. This release and waiver is not a mere recital, but is a known waiver of rights and benefits. You acknowledge and agree that the release and waiver in this Section 5 is a bargained-for provision of this Agreement and is further consideration for the covenants and conditions contained herein, and Company is entering into this Agreement in reliance on such release. You acknowledge that you intend that this Agreement shall be effective as a bar to each and every one of the claims hereinabove mentioned or implied. You expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated claims (notwithstanding any statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated claims), if any, as well as those relating to any other claims hereinabove mentioned or implied that may exist up to and including the date of this Agreement. You further agree that if you bring a claim seeking damages or relief against any of the Releasees, or if you seek to recover against any of the Releasees in any claim brought by a governmental agency on your behalf, the release set forth in this Agreement shall serve as a complete defense to such claims, and you shall reimburse the Releasees for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such claim. Without in any way limiting the generality of the foregoing release of Claims, you agree that, other than the (i) the Severance Payment set forth in Section 1 above, (ii) any compensation you earn and any Restricted Stock Units that vest during the Transition Period, (iii) the Pro-Rated Performance Based Restricted Stock Units you are entitled to pursuant to Section 2.(v) of the Executive Severance Agreement, (iv) distribution of amounts you contributed under the Company’s Deferred Compensation Plan in accordance with your elections and the terms of the Deferred Compensation Plan, and (v) any reimbursement of outstanding business related expenses to which you are entitled under Company’s business expense reimbursement policy you are entitled to, you are not entitled to, and shall not receive, any other compensation, remuneration, bonus, incentive plan payout, severance, benefit, consideration, payment or retirement plan because incentive (including any capital stock, stock option, stock appreciation right or any other equity-based incentive) or any reimbursement of Employee's any expenses of any kind or nature or expectation of remuneration from any of the Releasees, whether pursuant to any pre-existing or contemporaneous oral or written agreement or otherwise. You further agree and acknowledge that, except as provided in this Agreement, you will not be entitled to receive any unvested portion of any equity awards granted to you by the Company prior employment to the Separation Date. You shall be solely responsible for payment of your own costs and attorneys’ fees related to this Agreement. You fully understand that, if any fact with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERrespect to any matter covered by this Agreement is found hereafter to be other than or different from the facts now believed by you to be true, KNOWN OR UNKNOWNyou expressly accept and assume that this Agreement shall be and remain effective, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEnotwithstanding such difference in the facts.

Appears in 1 contract

Samples: Trimble Inc.

Release of Claims. In return for consideration of the benefits conferred under by this AGREEMENT, EXECUTIVE (ON BEHALF OF HERSELF, HER HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES FCB AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS), AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS, KNOWN OR UNKNOWN, SHE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HER RELATIONSHIP WITH FCB, OR HER SEPARATION THEREFROM arising before the Employment Agreement and execution of this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)by Executive, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited toto claims: (i) for discrimination, harassment or retaliation arising under any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourlaws, or civil rights mattersthe equivalent laws of an foreign country, including, prohibiting age (including but not limited to, Title VII of the Civil Rights Act of 1964, to claims under the Age Discrimination in Employment ActAct of 1967 (“ADEA”), as amended, and the Older Worker Benefit Protection Act of 1990 (“OWBPA”)) (the release of ADEA and OWBPA claims shall collectively be referred to herein as the “ADEA Release”), sex, sexual orientation, gender identity, transgender status, national origin, race, color, religion, disability, genetic information, veteran status or other protected class discrimination, harassment or retaliation; (ii) for compensation and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Americans with Disabilities ActEmployee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar state federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory, contractual and common law; and (iv) for attorneys’ fees. Executive specifically waives her right to bring or participate in any regulations class or collective action against FCB. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under such laws. This release shall FCB’s 401(k) or money purchase pension plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights that cannot affect lawfully be released by a private settlement agreement; (ee) to enforce, or for a breach of, this Agreement; (ff) to payment of salary and paid time off to the extent earned prior to Executive’s date of termination; (gg) to reimbursement of any accrued rights Employee medical expenses that Executive or her eligible dependents may have incurred, for which Executive has submitted or will submit a claim, and which is reimbursable under the terms of any applicable medical insuranceplan sponsored by the Company in which Executive and/or her dependents are enrolled; (hh) to reimbursement of business expenses in accordance with applicable Company policy; (ii) to vested equity compensation awards (including any such awards that vest by virtue of Executive’s termination of employment) and deferred compensation previously granted or deferred under an applicable Company plan which rights, workers following execution of this Agreement, will continue to be governed by and subject to the terms and conditions of the applicable plan; (jj) to seek or receive unemployment compensation benefits or retirement plan because other government mandated benefits; [or] (kk) to indemnification (and advancement of Employee's prior expenses) to the maximum extent permitted by law and provided in the Company’s and its affiliates’ by-laws and to directors and officers insurance coverage[; or (ii) amounts of Annual Base Salary and Annual Bonus due under the “Annual Base Salary and Annual Bonus” section of the Letter Agreement upon the termination of Executive’s employment with Companyfor Good Reason or Disability (each as defined in the Letter Agreement) or death] (collectively, the “Reserved Claims”). EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERFor the purpose of implementing a full and complete release and discharge, KNOWN OR UNKNOWNExecutive expressly acknowledges that this Agreement is intended to include in its effect, CONTINGENT OR LIQUIDATEDwithout limitation, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEall claims which she does not know or suspect to exist in her favor at the time of execution hereof, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEand that this Agreement contemplated the extinguishment of any such claim or claims.

Appears in 1 contract

Samples: Release Agreement (First Citizens Bancshares Inc /De/)

Release of Claims. In return for For the benefits conferred under Consideration set forth in paragraph 2 and the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into mutual covenants set forth in this Agreement), EmployeeMxxxxx hereby fully releases the Company, on behalf and all of Employee and Employee's heirsits owners, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companiessubsidiaries or other related entities, subsidiariescurrent and former officers, directors, agents, representatives, attorneys, employees, shareholders, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, assigns from any and all claims, actionsliabilities, demands, causes of action, disputescosts, liabilities or expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known or unknown, suspected and unsuspected, disclosed and undisclosed, liquidated or contingent, arising out of or in any kindway related to agreements, which may now exist events, acts or hereafter may be discoveredconduct at any time prior to and including the Execution Date, specifically including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with Mxxxxx’ employment with the Company or the conclusion of that employment; claims or demands related to salary, bonuses, commissions, incentive payments, stock, stock options, or any ownership or equity interests in the Company, vacation pay, personal time off, benefits, expense reimbursements, severance benefits or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, or common law cause of action including, but not limited to, any and all wrongful discharge claims, disputes, actions, causes ; whistleblower claims; breach of action, liabilities express or damages, arising from or relating to Employee's employment with Company, or implied contract claims; retaliation claims; the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the federal Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, the federal Americans with Disabilities Act, Act of 1990; the Family and Medical Leave Act; the Age Discrimination in Employment Act (“ADEA”); the Worker Adjustment and Retraining Notification Act (WARN) or any acts prohibiting discrimination based on race, similar state lawscolor, creed, marital status, veteran status, gender, sexual preference, national origin, citizenship, disability, religion or any other protected characteristic; tort law; contract law; wrongful discharge; fiduciary duty; discrimination; harassment; fraud; defamation; libel; emotional distress; and any regulations under such lawsbreach of the implied covenant of good faith and fair dealing. This release shall not affect apply to claims for workers’ compensation benefits or unemployment compensation benefits. This release shall not apply to any accrued rights Employee may have claims for indemnity or for coverage under any medical the Company’s Director & Officer Liability insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 1 contract

Samples: Severance Agreement and Release (Valence Technology Inc)

Release of Claims. In return exchange for the benefits conferred under the Employment Agreement and this Agreement described in paragraph 2, I, SXXXX X. XXXXXX (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Executive”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases release and forever discharges Company discharge National Penn Bancshares, Inc., a Pennsylvania corporation, its subsidiaries and its pastaffiliates (the “Company” or “National Penn”), any and all of their respective employee benefit plans, fringe benefit plans or programs, and any and all of their respective present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, past officers, directors, shareholders, employees, agents and insurersrepresentatives, and the successors and assigns of each from any and all manner of claims, suits, demands, actions, causes of action, disputesadministrative claims, liabilities or liability, claims for damages, of any kindclass action claims or other claims made on my behalf whatsoever that I, which my heirs, representatives, agents, successors, guardians, trustees or assigns ever had, have now or may now exist or hereafter may be discovered, specifically have including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, claims arising from or relating to Employee's my employment with the Company, any pending applications for employment with the Company, or the termination of such employment, except for any claim for payment or performance pursuant to my employment with the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, Company including, but not limited to, : Title VII of the Civil Rights Act of 1964, 1964 and the Civil Rights Act of 1991; the Americans With Disabilities Act; the Pennsylvania Human Relations Act; the Age Discrimination in Employment Act, ; the Americans with Disabilities Act, Older Workers Benefit Protection Act (“OWBPA”); the Family and Medical Leave Act; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; and all other federal, state or local laws of a similar nature to any of the foregoing enumerated laws and any amendments to the foregoing statutes or any other federal, state lawsor local law; any common law claim; breach of contract claim; claim for personal injury, wrongful discharge, public policy, negligence, infliction of emotional distress, whistleblower, retaliation, negligent hiring or retention, or any form of tort, whether negligent, reckless or intentional, and any regulations claim for attorneys’ fees and costs, arising in law or equity, whether known, suspected or unknown, and however originating or existing, from the beginning of time to the date of my execution of this Release. As required under such lawsOWBPA, I acknowledge that I have received the information relating to other employees that have been terminated in connection with a group termination, attached hereto as Exhibit A. In addition, with the exception of unemployment and worker's compensation claims, I waive any right to any individual monetary or economic recovery or equitable relief against the Company in any administrative proceeding or in any action, lawsuit, hearing or other proceeding instituted by any agency, person or entity, from the beginning of time to the date of my execution of this Release. This release Notwithstanding the foregoing, this Release excludes (and I shall retain any benefits to which I am entitled) under the Company’s Executive Incentive Plan, Long-Term Incentive Compensation Plan, Defined Benefit Pension Plan, or Defined Contribution (401(k)) Capital Accumulation Plan. Notwithstanding the foregoing, this Section shall not affect limit Executive’s right to challenge the enforceability of the waiver and release contained herein under OWBPA with respect to claims under the Age Discrimination in Employment Act or from filing a charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”), but Executive will not be entitled to any accrued rights Employee may have monetary or other relief from the EEOC or from any Court as a result of litigation brought on the basis of or in connection with such charge except if and to the extent that the release and waiver contained in this Section is held to be invalid or unenforceable (in which event, National Penn will be entitled to restitution or set off for the amounts paid to Executive hereunder, as and to the extent determined by the court). Executive acknowledges and agrees that, but for providing this waiver and release, Executive would not be receiving the amount being provided to Executive under any medical insurance, workers compensation or retirement plan because paragraph 2 of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEthis Release.

Appears in 1 contract

Samples: Tarp Restriction Agreement (National Penn Bancshares Inc)

Release of Claims. In return for the promises made herein, Executive hereby unconditionally waives and releases the Company, its predecessors and successors, its owners and parents, subsidiaries and other affiliates, directors, officers, employees, agents, benefits conferred under the Employment Agreement plans and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)its fiduciaries, Employeeinsurers, and all others acting through or on behalf of Employee each of the foregoing entities and Employee's heirspersons (collectively, executorsthe “Company Released Persons”) from any and all claims, administratorscauses of action, successors and assignsliabilities of any kind or character, hereby releases whether now known or unknown, which Executive may have against any of them as of the date of Executive’s execution of this Agreement, including, but not limited to: (i) claims or causes of action for salary, bonus or other incentive compensation, profits, expense reimbursements, any other form of compensation or benefits, damages of any nature whatsoever, attorneys’ fees, or any other monetary amounts of any nature whatsoever; (ii) claims or causes of action under any federal or state statute, regulation, ordinance, common law or other source of law (e.g., asserting breach of contract or good faith and forever discharges fair dealing, defamation, infliction of emotional distress, other tort, discrimination or harassment, ERISA, COBRA, Title VII of the Civil Rights Act, ADA, ADAAA, XXXX, ADEA, USERRA, etc.) based on any act or omission by the Company or any other Company Released Person during Executive’s tenure with the Company or related to Executive’s status at the Company or Executive’s resignation from and/or the termination of Executive’s employment with the Company; and/or (iii) any other act or omission of the Company or any other Company Released Person regardless of its nature or character. In return for the promises made herein, the Company, its predecessors and successors, its pastowners and parents, present subsidiaries and future other affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, benefits plans and its fiduciaries, insurers, and all others acting through or on behalf of each of the foregoing entities and persons (collectively, the “Company Releasing Persons”) hereby unconditionally waive and release the Executive, his successors and assigns (the “Executive Released Persons”), from any and all claims, actions, causes of action, disputes, and liabilities or damages, of any kindkind or character, whether now known or unknown, which the Company Releasing Persons may now exist or hereafter may be discovered, specifically including, but not limited to, have against any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination Executive Released Persons as of such employment, except for any claim for payment or performance pursuant to the terms date of Executive’s execution of this Agreement. This release includesAny claims arising after the Effective Date of this Agreement are not covered by this release. Further, but is notwithstanding the foregoing, the claims released herein expressly do not limited include: (a) any claim to compensation, benefits or other sums owed pursuant to, or referenced within, Sections 1 through 4 of this Agreement; (b) any claims that Employee might have for reemployment claim to indemnification or reinstatement the benefits of any insurance policy to which Executive may be entitled; or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour(c) any rights arising out of, or civil rights matters, including, but not limited relating to, Title VII those restricted stock unit agreements set forth on Annex D. Without limiting the preceding statements, it is acknowledged that Executive does not waive any right to file an administrative charge with the Equal Employment Opportunity Commission (EEOC), any state fair employment practices agency, or the National Labor Relations Board (NLRB), (subject to the restriction that, if any charge is filed, Executive agrees not to violate the confidentiality provisions of the Civil Rights Act of 1964this release or to seek or in any way accept any award, the Age Discrimination in Employment Actrecovery, the Americans with Disabilities Actsettlement, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEindividual relief therefrom).

Appears in 1 contract

Samples: Retirement Agreement (Newfield Exploration Co /De/)

Release of Claims. In return for From and after the benefits conferred under Share Closing, each of the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, Sellers hereby releases and forever discharges Company the Buyer, the Transitory Subsidiary, the Company, the Surviving Corporation and its past, present any and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each all of their past, present and future affiliated entities, partners, shareholders, independent contractors, parent corporations, subsidiary corporations, successors, agents, directors, officers, directorsassigns, employees, agents and representatives, insurers, attorneys, and all others (the “Released Parties”) of and from all claims, demands, Damages, obligations, actions and causes of action such Seller has had, now has or might now have against the Released Parties, or any of them, including those arising in connection with the grant or exercise of such Seller’s Company Options and the Tax treatment arising from the exercise thereof, including, without limitation, any withholding Tax paid or payable by any Released Party in connection with the exercise thereof and the amount of Tax payable by each of the Sellers. Each of the Sellers acknowledges and agrees that, as a condition to the execution and delivery of this Agreement, such Seller has not relied on any Tax advice provided by any of the Released Parties at any time whatsoever. The foregoing release expressly excludes any and all claimsobligations of (a) the Buyer set forth in this Agreement, actions(b) any Released Party, causes to the extent that any of actionthe organizational documents of the Company or any of its Subsidiaries or Affiliates confer rights to indemnification and/or advancement of expenses, disputesarising under, liabilities or damagesin connection with such rights, of (c) any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damagesReleased Party, arising from or relating to Employee's in connection with such Seller’s employment by the Company or any of its Subsidiaries or affiliates, and (d) any Released Party for directors’ meeting fees and expenses for or in connection with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII Seller’s services as a director of the Civil Rights Act Company or any of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEits Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alexion Pharmaceuticals Inc)

Release of Claims. In return for consideration for, among other terms, the benefits conferred under the Employment Agreement and this Agreement (Severance Pay, to which Employee acknowledges Company has no legal obligation to provide if Employee does you acknowledge you would otherwise not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges Company discharge the Company, together with Novelion Therapeutics, Inc., its and its past, present and future affiliates, future parent companies, their subsidiaries, and affiliated and related entities, its and their respective predecessors, successors and assignsassigns (collectively, the “Affiliates”), its and their respective employee benefit plans, equity incentive plans, and each fiduciaries of their pastsuch plans, present and future shareholders, the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and insurers, personal capacities (collectively referred to as the “Company Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (“Claims”) that, liabilities as of the date when you sign this Agreement, you have, ever had, now claim to have or damages, ever claimed to have had against any or all of any kind, which may now exist the Company Releasees relating to or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's your employment with the Company or termination or your employment with the Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims: • relating to your employment by and termination of employment with the Company; • arising from your Employment Agreement dated November 28, 2016, as amended; • of wrongful discharge or reinstatement violation of public policy; • of breach of contract; • of retaliation or for additional compensation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of discrimination or retaliation under the Civil Rights Employee Retirement Income Security Act of 1964, and the Age Discrimination in Employment Act; • under any other federal or state statute (including, without limitation, Claims under the Americans with Disabilities Fair Labor Standards Act); • under the Ontario Employment Standards Act, 2000 and the British Columbia Employment Standards Act, the Family Ontario Human Rights Code and Medical Leave Act, similar state lawsthe British Columbia Human Rights Code, and any regulations other applicable Canadian or provincial law, regulation or other requirement (each as amended from time to time); • for wages, bonuses, incentive compensation, commissions, stock, stock options, vacation pay or any other compensation or benefits, either under such laws. This the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and • for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect (a) Claims that arise after the Effective Date of this Agreement, (b) your rights under this Agreement, (c) your vested rights under the Company’s Section 401(k) plan, (d) your rights to the options and RSUs discussed above in Section 3, (e) your rights to continued health insurance coverage pursuant to COBRA, (f) your rights to indemnification arising under the Company’s or any accrued rights Employee may Affiliate’s bylaws, contracts/agreements or otherwise by law, (g) your right to coverage under the Company’s or any Affiliate’s D&O insurance policy; (h) your right to contribution in the event that a judgment is entered against you for which you and the Company or any of the other Company Releasees are found to be jointly liable, (i) your right to the tax consultation expense reimbursement and the tax equalization benefit as described in Section 10 and 11 of your Employment Agreement dated November 28, 2016; or (j) Claims that cannot be lawfully waived or released. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Company Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have under not assigned any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEClaim to any third party.

Appears in 1 contract

Samples: Novelion Therapeutics Inc.

Release of Claims. In return for XXXXX, ON BEHALF OF HERSELF, HER FAMILY MEMBERS, HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES, HEREBY RELEASES EMBREX, ITS PAST, PRESENT AND FUTURE SUBSIDIARIES AND AFFILIATES, AND ITS AND/OR THEIR PAST, PRESENT AND FUTURE PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, EMPLOYEE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) (“RELEASEES”) FROM ALL KNOWN OR UNKNOWN CLAIMS FOR RELIEF, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, BONUSES, VACATION PAY OR PAID TIME OFF, COMPENSATORY DAMAGES, PUNITIVE DAMAGES, INJUNCTIVE RELIEF, ATTORNEYS’ FEES AND COSTS AND WAIVES ALL RIGHTS SHE MAY HAVE OR CLAIM TO HAVE RELATING TO HER EMPLOYMENT WITH EMBREX, ITS SUBSIDIARIES AND AFFILIATES, OR RESIGNATION THEREFROM, arising from events that have occurred up to the benefits conferred under the Employment Agreement and date she executes this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, including but not limited to, any and all to claims, disputeswhether previously known or unknown or later discovered, actionsfor: (i) discrimination, causes of action, liabilities harassment or damages, retaliation arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employmentlaws prohibiting age, contractsex, tortnational origin, wage and hourrace, religion, disability, veteran status or civil rights matters, other protected class discrimination or harassment or retaliation for protected activity; including, ; but not limited toto claims under the Age Discrimination in Employment Act of 1967, as amended, (“ADEA”), the Older Workers Benefit Protection Act of 1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Actas amended, the Americans with Disabilities Act, the Family and Medical Leave Actany similar federal, similar state lawsstate, and local laws; (ii) for compensation and benefits (including but not limited to claims under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), Fair Labor Standards Act of 1934 (FLSA), as amended, and similar federal, state, and local laws; (iii) under federal, state or local law of any regulations under nature whatsoever (including but not limited to constitutional, statutory, tort, express or implied contract or other common law); or (iv) attorneys’ fees. Provided, however, that this Section 4 shall not apply to any claim for Workers’ Compensation or Unemployment Compensation benefits or to any claim arising out of the rights, duties and obligations set forth in this Agreement. For the purpose of implementing a full and complete release and discharge, Xxxxx expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims that she does not know or suspect to exist in her favor at the time of execution hereof, and that this Agreement contemplated the extinguishment of any such lawsclaim or claims. This The Company releases Xxxxx from all known or unknown claims for relief which it may have or claim to have relating to her employment with the Company arising from events that have occurred up to the date that this Agreement is executed; provided, however, that this release shall not affect any accrued apply to the Company’s rights Employee may have or Rick’s obligations under any medical insurancepreviously executed confidentiality, workers compensation proprietary information, secrecy or retirement plan because non-competition agreements or to any claim arising out of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERthe rights, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEduties or obligations set forth in this Agreement.

Appears in 1 contract

Samples: Resignation and General Release Agreement (Embrex Inc /Nc/)

Release of Claims. In return for consideration for, among other terms, the payments and benefits conferred under the Employment Agreement described in Sections 2, 3 and this Agreement (4, to which Employee acknowledges Company has no legal obligation to provide if Employee does you otherwise would not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, and each of their past, present current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and insurers, personal capacities (collectively referred to as the "Releasees") generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown, liabilities or damagesthat, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees ("Claims"). This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims relating to your employment by and termination of employment with the Company; all Claims of wrongful discharge; all Claims of breach of contract; all Claims of retaliation or reinstatement or for additional compensation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, age discrimination under the Age Discrimination in Employment Act); all Claims of defamation or other torts; all Claims of violation of public policy; all Claims for wages, the Americans with Disabilities Actbonuses, the Family incentive compensation, vacation pay or any other compensation or benefits; and Medical Leave Actall Claims for damages of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages and any regulations under such laws. This attorneys fees; provided, however, that this release shall not affect your right to enforce this Agreement. You agree that you shall not seek or accept reinstatement with any accrued rights Employee may Releasees. You also agree that you shall not seek damages of any nature, equitable or legal remedies, attorney's fees, or costs from any of the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have under not heretofore assigned to any medical insurance, workers compensation third party and you have not heretofore filed with any agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 1 contract

Samples: Letter Agreement (Anika Therapeutics Inc)

Release of Claims. In return for Employee agrees that the benefits conferred under foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Employment Agreement and this Agreement Company, other than Excluded Rights/Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreementas defined below), . Employee, on Employee’s own behalf and on behalf of Employee and Employee's ’s respective heirs, family members, executors, administrators, successors agents and assignsassigns (the “Releasors”), hereby releases and forever discharges releases the Company and its past, present current and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, from trustees, parents, divisions and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) from, and agrees not to sue concerning, or in any and all claimsmanner to institute, actionsprosecute, causes or pursue, any claim, complaint, charge, duty, obligation, demand or cause of action, disputeswhether presently known or unknown, liabilities suspected or damagesunsuspected, that Employee possesses or may possess against any of the Releasees arising from or related to Employee’s employment or service with the Company or any kindof its affiliates and/or Employee’s separation from employment or engagement with the Company or any of its affiliates, which may now exist or hereafter may be discovered, specifically includingas of the time that Employee signs this Agreement (the “Released Claims”). The Released Claims include, but are not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, claims arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state and local statutory or local law dealing with employmentcommon law, contract, tort, wage and hour, or civil rights matters, including, but not limited to, such as (as amended) Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act, the Americans with Disabilities ActAct (ADEA), the Family and Medical Leave ActAct (FMLA), the Fair Labor Standards Act (FLSA) and any similar federal, state or local laws, such as the New York State and any regulations under such lawsCity Human Rights Laws, the New York Labor Law and the law of contract and tort. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release shall does not affect extend to any obligations incurred under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Released Claims do not include any rights or claims (i) for already-vested or accrued rights benefits under the Company’s benefit plans, (including without limitation any Company pension or retirement plans), (ii) for benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes, (iii) with respect to any indemnification or other protections owing to Employee may have under the Company’s (or any other Company Group (as defined below) member’s) certificate of incorporation or bylaws or equivalent charter documents or any indemnification agreement between the Company (or any other member of the Company Group) and Employee or under any medical insurancedirectors’ and officers’ liability insurance policy maintained by the Company or any other Company Group member (collectively, workers compensation the “Indemnification Rights”), (iv) with respect to Employee’s equity interests in the Company (other than claims related to any Unvested Shares), (v) arising after Employee signs this Agreement, (vi) arising under this Agreement or retirement plan because (vii) any claims that cannot be released as a matter of law, including, but not limited to, Employee's prior employment ’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company) (clauses (i) – (vii) collectively, the “Excluded Rights/Claims”). EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVEREmployee represents that Employee has made no assignment or transfer of any right, KNOWN OR UNKNOWNclaim, CONTINGENT OR LIQUIDATEDcomplaint, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVEcharge, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEduty, obligation, demand, cause of action, or other matter waived or released by this section. For purposes of this Agreement, “Company Group” means the Company and its affiliates, subsidiaries, parents, divisions, subsidiaries and predecessor and successor corporations and assigns.

Appears in 1 contract

Samples: Separation Agreement and Release (Aterian, Inc.)

Release of Claims. In return Except as otherwise set forth in this Agreement, in exchange for the benefits conferred consideration under the Employment Agreement and this Agreement (to which Employee acknowledges Company has no legal obligation to provide if Employee does you would not enter into this Agreement)otherwise be entitled, Employee, on behalf of Employee you hereby generally and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges completely release the Company and its past, present and future affiliates, future parent companiesparents, subsidiaries, predecessorssuccessors, successors predecessors and assignsaffiliates, and each of its and their past, present and future shareholdersdirectors, officers, directors, employees, agents shareholders, agents, attorneys, insurers, affiliates and insurersassigns, from any and all claims, actionsliabilities and obligations, causes both known and unknown, that arise out of actionor are in any way related to events, disputesacts, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyconduct, or omissions occurring at any time prior to and including the termination of such employment, except for any claim for payment or performance pursuant to the terms of date you sign this Agreement. This general release includes, but is not limited to, : (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims that Employee might have for reemployment or reinstatement or for additional related to your compensation or benefits and applies to benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims that Employee might have under either federal, state or local law dealing with employment, for breach of contract, tortwrongful termination, wage and hour, or civil rights matters, including, breach of the implied covenant of good faith and fair dealing (including but not limited toto claims arising under or based on the Employment Agreement); (d) all tort claims, Title VII including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 19641964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the Georgia Age Discrimination Act, and the Americans with Disabilities ActCalifornia Fair Employment and Housing Act (as amended). Notwithstanding the above, you do not release the Company from any obligation to indemnify you pursuant to contract, the Family and Medical Leave Act, similar state Company’s articles or by-laws, and or applicable law. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any regulations under such laws. This other person or entity, against the Company or any other person or entity subject to the release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEgranted in this paragraph.

Appears in 1 contract

Samples: And Inventions Agreement (Vaxgen Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement effective June 5, 2019, between Vistra Energy Corp. (the “Company”) and Xxxxx Xxxxxxxx (my “Employment Agreement”). For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of Employee myself and Employee's my executors, heirs, executors, administrators, successors representatives, and assigns, hereby releases agree to release and forever discharges discharge the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, present current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, directorsgeneral or limited partners, employees, agents attorneys, agents, and insurersrepresentatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claimsclaims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claimsclaims arising under federal, disputesstate, actions, causes of action, liabilities or damages, arising from or local laws relating to Employee's employment with Companyemployment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, liability in tort, wage and hourclaims of any kind that may be brought in any court or administrative agency, or civil rights mattersand any related claims for attorneys’ fees and costs, including, but not limited towithout limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the Americans with Disabilities “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), except in each case to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (i) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any regulations under such lawsremaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This release shall Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not affect timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment. I hereby agree to waive any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior and all claims to re-employment with Companythe Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERThe provisions of this Release will be binding upon my heirs, KNOWN OR UNKNOWNexecutors, CONTINGENT OR LIQUIDATEDadministrators, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVElegal representatives, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. Xxxxx Xxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Vistra Energy Corp.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated July 20, 2010, with FairPoint Communications, Inc. (the “Employment Agreement”)), and other good and valuable consideration, I, Xxxx X. Xxxx, for and on behalf of Employee myself and Employee's my heirs, administrators, executors, administrators, successors and assigns, hereby releases effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever discharges release, remise, and discharge each of the Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of its direct and indirect subsidiaries and affiliates, together with their past, present and future shareholders, respective officers, directors, partners, shareholders, employees, and agents and insurers(collectively, the “Group”), from any and all claimsclaims whatsoever up to the date hereof that I had, actionsmay have had, causes of actionor now have against the Group, disputeswhether known or unknown, liabilities for or damages, by reason of any kindmatter, which may now exist cause, or hereafter may be discoveredthing whatsoever, specifically including, but not limited to, including any and all claims, disputes, actions, causes claim arising out of action, liabilities or damages, arising from or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state the Equal Pay Act, the Genetic Information Nondiscrimination Act, the North Carolina Equal Employment Practices Act, and the North Carolina Persons with Disabilities Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations under such lawsother purported restriction on an employer’s right to terminate the employment of employees. This The release shall not affect contained herein is intended to be a general release of any accrued rights Employee may and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any medical insuranceof the laws listed in the preceding paragraph. By executing this Release, workers compensation I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Sections 4(f) and 8 of the Employment Agreement, (ii) any claims that cannot be waived by law, or retirement plan (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may be amended from time to time. I expressly acknowledge and agree that I — · Am able to read the language, and understand the meaning and effect, of this Release; · Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; · Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had, and because of Employee's my execution of this Release; · Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; · Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; · Had or could have had [twenty-one (21)][forty-five (45)](1) days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; · Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; · Was advised to consult with my attorney regarding the terms and effect of this Release; and · Have signed this Release knowingly and voluntarily. I hereby agree to waive any and all claims to re-employment with Companythe Company or any other member of the Company Group (as defined in my Employment Agreement) and affirmatively agree not to seek further employment with the Company or any other member of the Company Group. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERNotwithstanding anything contained herein to the contrary, KNOWN OR UNKNOWNthis Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following the date of its execution by me (the “Revocation Period”), CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.during which time I may

Appears in 1 contract

Samples: Employment Agreement (Fairpoint Communications Inc)

Release of Claims. In return for the benefits conferred under the Employment Agreement and by this Agreement (----------------- Agreement, which Employee Executive acknowledges Company has no legal obligation to provide if Employee Executive does not enter into this Agreement), EmployeeExecutive, on behalf of Employee himself and Employee's his heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employeesexecutives, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to EmployeeExecutive's employment with Company, Company or the termination of such employment, employment (except for any claim for payment or performance pursuant to the terms of this Agreement). This release includes, but is not limited to, any claims that Employee Executive might have for reemployment a bonus under the Company's incentive bonus plan or reinstatement or the Severance Amount provided for under the Employment Agreement being terminated hereunder, and any additional compensation or benefits and applies to claims that Employee he might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee Executive may have under any medical insurance, workers workers' compensation or retirement plan because of Employee's prior his employment with Company. EMPLOYEE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE HE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE HE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE. This Agreement shall not be construed as an admission of liability or wrongdoing by Company. Neither this Agreement nor any of its terms, provisions, or conditions constitute an admission of liability or wrongdoing or may be offered or received in evidence in any action or proceeding as evidence of an admission of liability or wrongdoing.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Assisted Living Concepts Inc)

Release of Claims. In return for consideration of the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)Transition Benefits provided by Option Care, Employee, on behalf of for Employee personally and Employee's ’s representatives, heirs, executors, administrators, successors and assigns, hereby fully, finally and forever releases and forever discharges Company Option Care and its past, present and future affiliates, future parent companiesas well as their respective successors, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, owners, directors, employeesagents, agents and representatives, attorneys, insurers, and employees (“Released Parties”), of and from any and all claims, demands, actions, causes of action, disputessuits, liabilities or damages, losses, and expenses, of any kindand every nature whatsoever, which may now exist individually or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes as part of a group action, liabilities known or damagesunknown, arising from as a result of actions or relating to Employee's employment with Company, or omissions occurring through the termination of such employment, except for any claim for payment or performance pursuant to the terms of date Employee signs this Agreement. This Specifically included in this waiver and release includesare, but is not limited toamong other things, any claims that Employee might have of unlawful discrimination, harassment, retaliation, or failure to accommodate; related to terms and conditions of employment; for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with benefits; and/or for wrongful termination of employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Employee Retirement Income Security Act (ERISA), the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act (FMLA), the National Labor Relations Act (NLRA), the Uniformed Services Employment and Reemployment Rights Act, similar the Worker Adjustment and Retraining Notification Act, any amendments to the foregoing, or any other federal, state lawsor local statute, rule, ordinance, or regulation (in each case as amended), as well as claims in equity or under the common law for tort, breach of contract, wrongful discharge, defamation, emotional distress, and any regulations negligence or other unlawful behavior. Nothing in this Agreement is intended to waive claims (a) for unemployment or workers’ compensation benefits, (b) for vested rights under such laws. This release shall employee compensation and benefit plans as applicable on the date Employee signs this Agreement, (c) that may arise after Employee signs this Agreement, (d) for reimbursement of expenses under Option Care’s expense reimbursement policies, or (e) which cannot affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEbe released by private agreement.

Appears in 1 contract

Samples: Transition and Separation Agreement and Release (Option Care Health, Inc.)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employeethe term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated November __, 2022, with Rumble Inc. (such corporation, the “Company” and such agreement, my “Employment Agreement”)), and other good and valuable consideration, I, Xxxxxxx Xxxxx, for and on behalf of Employee myself and Employee's my heirs, administrators, executors, administratorsand assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge each of the Company, and each of its direct and indirect subsidiaries and affiliates, and their respective successors and assigns, hereby releases together with their respective current and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, partners, members, shareholders (including any management company of a member or shareholder), employees, and agents and insurers(collectively, the “Group”), from any and all claimsclaims whatsoever up to the date hereof that I had, actionsmay have had, causes of actionor now have against the Group, disputeswhether known or unknown, liabilities for or damages, by reason of any kindmatter, which may now exist cause, or hereafter may be discoveredthing whatsoever, specifically including, but not limited to, including any and all claims, disputes, actions, causes claim arising out of action, liabilities or damages, arising from or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, violation of public policy, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant local law dealing with discrimination, harassment or retaliation, and any other purported restriction on an employer’s right to terminate the terms employment of employees. The release of claims in this Agreement. This release Release includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities ActAct of 1990, the Civil Rights Act of 1991, the Family and Medical Leave ActAct of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Equal Pay Act of 1963 and the Employee Retirement Income Security Act (excluding claims for accrued, vested benefits under an employee pension or other retirement plan of the Company), each as may be amended from time to time, and all other federal, state, and local laws and the common law or constitution of any jurisdiction. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law and for the provisions regarding the release of claims against the Group to be construed as broadly as possible, and hereby incorporate in this release similar federal, state or other laws, all of which I also hereby expressly waive. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any regulations facts or circumstances that give rise or could give rise to any claims by me under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under ‎Section 8 of my Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time. This I expressly acknowledge and agree that I – ● Am able to read the language, and understand the meaning and effect, of this Release; ● Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; ● Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had against any member of Group, and because of my execution of this Release; ● Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; ● Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; ● Had or could have had [twenty-one (21)][forty-five (45)]1 calendar days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; ● Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; ● Was advised to consult with my attorney regarding the terms and effect of this Release; and ● Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall not affect cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any accrued and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. Notwithstanding any provision of this Release to the contrary, nothing herein or in any Company policy or agreement prevents me, without notifying the Company, from (i) speaking with law enforcement, my attorney, the U.S. Equal Employment Opportunity Commission, or any state or local division of human rights Employee or fair employment agency; (ii) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any government agency; (iii) participating in a whistleblower program administered by the U.S. Securities and Exchange Commission or any other government agency; (iv) exercising any rights I may have under the National Labor Relations Act or other labor laws to engage in protected concerted activity; or (v) filing or disclosing any medical facts necessary to receive unemployment insurance, workers compensation Medicaid, or retirement plan because other public benefits to which I may be entitled; provided, however, that I agree to forgo any monetary benefit from the filing of Employee's prior a charge or complaint with a government agency except pursuant to a whistleblower program or where my right to receive such a monetary benefit is otherwise not waivable by law. 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment with the Company or any other member of the Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Chief Financial Officer. EMPLOYEE ACKNOWLEDGES To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Group will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. I acknowledge and agree that each member of the Group shall be a third-party beneficiary to the releases set forth in this Release, with full rights to enforce this Release and the matters documented herein. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND AGREES THAT THROUGH PERFORMANCE OF THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS GOVERNED BY AND CLAIMS IS TO BE CONSTRUED UNDER THE LAWS OF EVERY KIND THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND NATURE WHATSOEVERTO BE PERFORMED IN THAT STATE, KNOWN WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR UNKNOWN, CONTINGENT CLAIM ARISING OUT OF OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN THE OTHER PERSONS NAMED ABOVE, EXCEPT UNITED STATES DISTRICT COURT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.DISTRICT OF DELAWARE, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT SITTING IN DELWARE, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement. * * * I, Xxxxxxx Xxxxx, have executed this Release of Claims on the respective date set forth below: Xxxxxxx Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Rumble Inc.)

Release of Claims. In return for The Employee hereby releases and discharges the benefits conferred under Company, its affiliates, subsidiaries and owners, and each and every one of their former or current directors, shareholders, officers, employees, members, agents, successors, predecessors, subsidiaries, affiliates, assignees and attorneys (hereinafter the Employment Agreement “Released Parties”) of and this Agreement (from all actions, causes of action, claims or complaints, known or unknown, in law or equity which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), (or Employee, on behalf of Employee and Employee's ’s heirs, executors, administrators, successors and successors, assigns, hereby releases and forever discharges Company and its pastagents, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurersrepresentatives or attorneys) ever had or now has, from any and all claimsthe beginning of time through the date Employee signs this Agreement, actions, causes of action, disputes, liabilities or damages, by reason of any kindmatter, which may now exist cause or hereafter may be discovered, specifically including, but not limited to, thing whatsoever at any time up to and all claims, disputes, actions, causes including the date of action, liabilities or damagesexecution of the Agreement, arising from out of or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing in connection with employmentemployment by Company (collectively, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws“Claims”). This release shall not affect includes all claims for compensation of any accrued rights kind, such as bonuses, commissions, paid time off, and expense reimbursements, and for any impairment of Employee’s ability to obtain subsequent employment and any permanent or temporary loss of future earnings. Employee intends to release all Claims to the fullest extent permitted by applicable law. Employee understands and agrees that, while Employee may hereafter discover claims or facts in addition to or different from those which Employee now knows or believes to be true with respect to the subject matters of this Agreement, it is Employee’s intention by signing this Agreement to fully, finally and forever release any and all Claims whether now known or unknown, suspected or unsuspected, which now exist, may exist, or previously have existed, notwithstanding any later-discovered additional facts, as set forth above. Notwithstanding the foregoing, nothing in the Agreement seeks to waive claims for unemployment compensation, claims for vested benefits under the terms of any medical insuranceemployee pension or welfare benefit plan or program of Company, workers and claims for workers’ compensation benefits, but Employee represents not having suffered any type of injury which Employee believes to be work-related. Employee further represents that Employee is not aware of any failure by the Company to comply with any of its regulatory or retirement plan because of Employee's prior employment with legal obligations or, if Employee is so aware, that Employee has reported such awareness to the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERExcept as provided in this Agreement, KNOWN OR UNKNOWNEmployee further agrees not to sue or otherwise institute, CONTINGENT OR LIQUIDATEDor cause to be instituted, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEany complaint against Company or any of the other Released Parties in any legal matters or applicable courts.

Appears in 1 contract

Samples: Separation Agreement and Release (Gain Therapeutics, Inc.)

Release of Claims. In return exchange for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if described herein, Employee does not enter into this Agreement)hereby waive and does hereby release, Employeeknowingly and willingly, on behalf of Employee and Employee's heirsthe Corporation, executors, administratorsits subsidiaries, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors its employees, agents, directors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents past and insurerspresent, from any and all claims, actions, causes of action, disputes, liabilities or damages, claims of any kindnature whatsoever Employee has arising out of Employee's employment and/or the termination of Employee's employment, which may now exist known or hereafter may be discoveredunknown, specifically including, including but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might may have under either federal, state or local law dealing with employment, labor, contract, torttort or anti-discrimination laws, wage statutes and hour, or civil rights matters, including, but not limited to, Title VII of case law and specifically claims arising under the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act, Executive Order 11246, the Employee Retirement Income Security Act, the Family and Medical Leave Act, similar state lawsthe Rehabilitation Act of 1973, the Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act, the Worker Adjustment Retraining and Notification Act, Smokers' Right Law, and any and all other state, local or county ordinances, statutes or regulations under such lawsincluding claims for attorneys' fees, provided, however, that this release does not apply to claims for benefits arising out of obligations expressly undertaken in this Agreement and does not apply to claims arising out of any act or omission occurring after the date Employee signs this Agreement. Employee acknowledges and understands that this paragraph is intended to prevent Employee from making any claims against the Corporation regarding any matter or incident up to the date Employee executes this Agreement. Employee agrees and covenants not to xxx and not to bring an action against the Corporation or its future parent corporations, its past, present and future divisions, subsidiaries, affiliates and related companies and their successors and assigns and all past, present and future directors, officers, employees and agents of these entities, personally and as directors, officers, employees and agents, before any court or other forum. 13. This release Agreement will cause any prior written or oral commitment or understanding between the Corporation and the Employee pertaining to the benefits described herein to be and become null and void. 14. This Agreement and all interpretations, determinations and administrations shall not affect be made on behalf of the Corporation by its Compensation Committee. 15. This Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Employee, his heirs, designated beneficiaries and personal representatives. 16. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. 17. The restrictive covenant contained herein, which prohibits the Employee from engaging in any accrued rights business in competition with the Corporation, shall survive (a) this Agreement, (b) any Termination of the employment of the Employee, and (c) the dates on which benefits are to be paid to the Employee may have under any medical insurance, workers compensation for a period of five (5) years from and after the later of either the date of Termination or retirement plan because the last payment of Employee's prior employment with Companybenefits hereunder. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE18.

Appears in 1 contract

Samples: Retirement Agreement (Carnival Corp)

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, Xxxxx Xxxxxxxx for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the CAVA Group, Inc (the “Company”) and each of its direct and indirect subsidiaries and affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time, or (iv) claims that arise following the date hereof in my capacity as a shareholder or equityholder with respect to vested equity held by me (as governed by the terms of the applicable plan document award agreement, and/or governing documentation). I expressly acknowledge and agree that I – Am able to read the language, and understand the meaning and effect, of this Release; Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever had, and because of my execution of this Release; Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; Had or could have [twenty-one (21)][forty-five (45)]1 days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; Was advised to consult with my attorney regarding the terms and effect of this Release; and Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This release paragraph shall not affect apply, however, to a claim of age discrimination under ADEA or to any accrued rights Employee may have under non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any medical insurance, workers compensation or retirement plan because of Employee's prior claims relating to my employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and the Severance Benefits will control as the exclusive remedy and full settlement of all such claims by me. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH Nothing in this Release shall prohibit or impede me from communicating, cooperating or filing a complaint with any U.S., federal, state or local governmental or law enforcement branch, agency or entity (a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are 1 To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. I understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance am I authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product, or the Company’s trade secrets, without the prior written consent of the Company’s General Counsel or other officer designated by the Company. I do not need the prior authorization of (or to give notice to) any member of the Company Group regarding any communication, disclosure, or activity permitted by this paragraph. I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Company Group (as defined in my Employment Agreement) and affirmatively agree not to seek further employment with the Company or any other member of the Company Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its General Counsel. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS SHALL BE GOVERNED BY AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE OTHER PERSONS NAMED ABOVELAWS OF THE STATE OF DELAWARE, EXCEPT FOR APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement, dated [•], 2023, with the Company (the “Employment Agreement”). Xxxxx Xxxxxxxx Date:

Appears in 1 contract

Samples: Employment Agreement (Cava Group, Inc.)

Release of Claims. In return for Executive agrees that the benefits conferred under foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by Parent, the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present current and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, from any trustees, divisions, and all claimssubsidiaries, actionsand predecessor and successor corporations and assigns (collectively, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance “Releasees”) pursuant to the terms Bonus Agreement; provided, however that the foregoing release shall not cover obligations arising from rights of Executive (i) under any indemnification agreement between Executive and the Company (including indemnification provided for under applicable law) or insurance policy of the Company, in each case, in effect as of the date of Closing (as defined in the Merger Agreement), (ii) under the Charter Documents (as defined in the Merger Agreement) (iii) relating to salaries, vacation and expenses that have accrued prior to the date of, or will be due to Executive after the date of this Agreement (with respect to periods prior to the date hereof) in the ordinary course of business consistent with past practices, or (iv) the obligations of the Parent set forth in the Separation Agreement and Release between Executive and Parent. Executive, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to (i) any matters relating to Executive’s employment by Company or Parent through the Earn Out Period, (ii) the payment of the Earn-Out Bonus or claims that could be asserted under the Bonus Agreement or the Merger Agreement (with respect to the calculation of the Earn-Out Bonus), or (iii) purchase or actual purchase by Executive of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (such released claims collectively referred to as the “Claims”). Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete release as to the Claims. This release does not extend to any obligations incurred under this Agreement. This release includesdoes not release claims related to Executive’s ongoing and future employment with the Parent after the date hereof. Executive represents that he has made no assignment or transfer of any right, but is not limited toclaim, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federalcomplaint, state or local law dealing with employmentcharge, contractduty, tortobligation, wage and hourdemand, cause of action, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation other matter waived or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEreleased by this Section.

Appears in 1 contract

Samples: Release of Claims Agremeent (Cafepress Inc.)

Release of Claims. In return for consideration for, among other terms, the payments and benefits conferred under the Employment Agreement described in Sections 2, 3 (c) and this Agreement (4, to which Employee acknowledges Company has no legal obligation to provide if Employee does you otherwise would not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges Company discharge the Company, its affiliated and related entities, its past, present and future affiliates, future parent companies, subsidiaries, their respective predecessors, successors and assigns, and each of their past, present current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents in their official and insurers, personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown, liabilities or damagesthat, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date that you sign this Agreement, you now have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees (“Claims”). This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims relating to your employment by and termination of employment with the Company; all Claims of wrongful discharge; all Claims of breach of contract; all Claims of retaliation or reinstatement or for additional compensation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, age discrimination under the Age Discrimination in Employment Act); all Claims of defamation or other torts; all Claims of violation of public policy; all Claims for wages, the Americans with Disabilities Actbonuses, the Family incentive compensation, vacation pay or any other compensation or benefits; and Medical Leave Actall Claims for damages of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages and any regulations under such laws. This attorneys fees; provided, however, that this release shall not affect your right to enforce this Agreement. You agree that you shall not seek or accept reinstatement with any accrued rights Employee may Releasees. You also agree that you shall not seek damages of any nature, equitable or legal remedies, attorney’s fees, or costs from any of the Releasees with respect to any Claim. As a material inducement to the Company to enter into this Agreement, you hereby represent that you have under not heretofore assigned to any medical insurance, workers compensation third party and you have not heretofore filed with any agency or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEcourt any Claim released by this Agreement.

Appears in 1 contract

Samples: Anika Therapeutics Inc

Release of Claims. a) In return for recognition of the benefits conferred under the Employment Agreement consideration recited above, (i) you hereby release Diabetes, and this Agreement (ii) subject at all times to your timely and satisfactory receipt of all payments and other consideration to which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreementyou may be entitled hereunder, you hereby release and discharge USCI and any of their present, former and future partners, affiliates, direct and indirect parents, subsidiaries (other than Diabetes), Employeesuccessors, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholdersdirectors, officers, directors, employees, agents agents, attorneys, heirs and insurersassigns (collectively, the "Released Parties"), from any and all claims, actions, actions and causes of action, disputes, liabilities or damages, action that you may have as of any kindthe Effective Date with respect to the Released Parties, which may now exist arise out of your employment relationship with Diabetes and any other released Parties, your rights to any compensation or hereafter may be discoveredbenefits from the Released Parties in connection with your employment, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyyour Employment Agreement, or the termination of such employmentyour employment with the Released Parties (collectively, except for any claim for payment or performance pursuant to the terms of this Agreement"Released Claims"). This release includes, but is not limited to, The Released Claims shall include any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActRehabilitation Act of 1973, the Americans with Disabilities ActAct of 1990, the civil Rights Act of 1866, the Civil Rights Act of 1991, Employee Retirement Income Security Act of 1974,the Family and Medical Leave Act, similar state lawsLease Act of 1993, and any regulations other federal, state or local law whether such claim arises under statute or common law and whether or not you are presently aware of the existence of such lawsclaim, damage, action and cause of action, suit or demand, and any personal gain with respect to any claim arising under the provisions of the False Claims Act, 31 U.S.C. 3730, other than an action or suit to enforce this Agreement. This release shall not affect You also forever release, discharge and waive any accrued rights Employee right you may have to recover in any proceeding brought by any federal, state or local agency against the Released Parties to enforce any laws with regard to any Released Claim. You agree that the value received as described in this Agreement shall be in full satisfaction of any and all claims, actions or causes of action for payment or other benefits of any kind that you may have against the Released Parties in respect of Released Claims, other than any claims you may have to vested benefits under any medical insuranceof the Company's "employee pension benefit plans" or "employee welfare benefit plans" as defined under ERISA, workers compensation or retirement plan because to any rights or entitlements arising under any stock option agreements. By signing this Agreement, you represent that you have been given the opportunity to consult with the attorney(s) of Employee's your choice prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEto signing this Agreement and to have those attorney(s) explain the provisions of this Agreement to you and that you have knowingly and voluntarily accepted the terms of the offer as described herein.

Appears in 1 contract

Samples: Tadeo Holdings Inc

Release of Claims. In return for the benefits conferred under the Employment Agreement and As used in this Agreement Release of Claims (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement“Release”), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, disputesobligations, liabilities or damagesdebts, accounts, attorneys’ fees, judgments, losses, and liabilities, of any kindwhatsoever kind or nature, in law, in equity, or otherwise. For and in consideration of the Severance Benefits, and other good and valuable consideration, I, Xxxxxxx Xxxxxx, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the date on which may now exist or hereafter may be discoveredthis release becomes effective pursuant to its terms, specifically includingdo fully and forever release, but not limited toremise, and discharge each of the Company and each of its direct and indirect subsidiaries and Affiliates, together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”) from any and all claimsclaims whatsoever up to the date hereof that I had, disputesmay have had, actionsor now have against the Group, causes for or by reason of actionany matter, liabilities cause, or damagesthing whatsoever, including any claim arising from out of or relating attributable to Employee's my employment with Company, or the termination of such employmentmy employment with the Company, except whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any claim for payment federal, state, or performance pursuant to the terms of this Agreementlocal law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims includes, but is not limited to, any all claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited tothe Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, similar state and the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any regulations other purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such lawscoverage, as any of such may be amended from time to time. I expressly acknowledge and agree that I – Am able to read the language, and understand the meaning and effect, of this Release; Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release; Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever had, and because of my execution of this Release; Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits; Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute this Release; Had or could have [twenty-one (21)][forty-five (45)]1 days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period; Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company or any of its representatives; Was advised to consult with my attorney regarding the terms and effect of this Release; and Have signed this Release knowingly and voluntarily. I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This release paragraph shall not affect apply, however, to a claim of age discrimination under ADEA or to any accrued rights Employee may have under non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any medical insurance, workers compensation or retirement plan because of Employee's prior claims relating to my employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and the Severance Benefits will control as the exclusive remedy and full settlement of all such claims by me. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH Nothing in this Release shall prohibit or impede me from communicating, cooperating or filing a complaint with any Governmental Entity with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. I understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. I understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance am I authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product, or the Company’s trade secrets, without the prior written consent of the Company’s General Counsel or other officer designated by the Company. I do not need the prior authorization of (or to give notice to) any member of the Company Group regarding any communication, disclosure, or activity permitted by this paragraph. 1 To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). I hereby agree to waive any and all claims to re-employment with the Company or any other member of the Company Group (as defined in my Employment Agreement) and affirmatively agree not to seek further employment with the Company or any other member of the Company Group. Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its General Counsel. To be effective, such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company will have any obligations to pay me the Severance Benefits. The provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Release. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS SHALL BE GOVERNED BY AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE OTHER PERSONS NAMED ABOVELAWS OF THE STATE OF NORTH CAROLINA, EXCEPT FOR APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE RIGHTS SPECIFICALLY EXCLUDED ABOVEPRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement, dated July 18, 2023, with the Company (the “Employment Agreement”).

Appears in 1 contract

Samples: Employment Agreement (Snap One Holdings Corp.)

Release of Claims. In return for consideration for, among other terms, the benefits conferred Severance Benefits provided under the Employment Agreement and this Agreement (Section 5 above, to which Employee acknowledges Company has no legal obligation to provide if Employee does you acknowledge you would otherwise not enter into this Agreement)be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases you voluntarily release and forever discharges discharge each of the Company and its pastTriNet HR Corporation, present their respective affiliated and future affiliatesrelated entities, future parent companies, subsidiaries, their respective predecessors, successors and assigns, their respective employee benefit plans and each the fiduciaries of such plans, and their past, present respective current and future shareholders, former officers, directors, shareholders, employees, attorneys, accountants and agents and insurers, (collectively referred to as the “Releasees”) from any and all claims, actionsdemands, causes debts, damages and liabilities of actionevery name and nature, disputesknown or unknown (“Claims”) that, liabilities or damages, as of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, but is not limited towithout limitation, any claims that Employee might have for reemployment all Claims: · relating to your employment by and termination of employment with the Company; · of wrongful discharge or reinstatement violation of public policy; · of breach of contract; · of defamation or for additional compensation other torts; · of retaliation or benefits and applies to claims that Employee might have discrimination under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, (including, but not limited towithout limitation, Title VII Claims of the Civil Rights Act of 1964, discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, and Title VII of the Family Civil Rights Act of 1964); · under any other federal or state statute; · for wages, bonuses, incentive compensation, stock, Options, RSUs, PSUs, vacation pay or any other compensation or benefits; and Medical Leave Act· for damages or other remedies of any sort, similar state lawsincluding, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the foregoing, the following are not included in the Claims and shall not be released pursuant hereto (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter or bylaws of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits from the Releasees in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Releasees that are not included in the Claims. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. In granting the release herein, you understand that this Agreement includes a release of all claims known or unknown. In giving this release, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You hereby expressly waive and relinquish all rights and benefits under that section and any regulations under such laws. This law of any jurisdiction of similar effect with respect to the release shall not affect of any accrued rights Employee unknown or unsuspected claims you may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with against the Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

Appears in 1 contract

Samples: Personal and Confidential (Anacor Pharmaceuticals, Inc.)

Release of Claims. In return for As a condition of all payments, benefits and equity vesting, Txxxxx will provide Bally a complete release of all claims reasonably acceptable to TERMS OF INVOLUNTARY SEPARATION BETWEEN PXXX X. XXXXXX AND BALLY TOTAL FITNESS HOLDING CORPORATION Txxxxx within 21 days of being furnished with that release and not revoke such release. If Txxxxx fails to execute such release or revokes the benefits conferred release timely thereafter, he shall refund all payments received that are conditioned by such release under these Terms of Involuntary Separation. As a condition of Txxxxx’x release of claims and his agreement to the Employment Agreement Terms of Involuntary Separation, Bally will provide Txxxxx with the following representation and this Agreement covenant: The Board of Directors of Bally (which Employee acknowledges Company the “Board”) represents that as of the Effective Date it has no legal obligation knowledge of any grounds on which to provide if Employee does not enter into this Agreement)file any complaint, Employee, on behalf charge or lawsuit against Txxxxx in any court of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignscompetent jurisdiction or administrative agency, and each that it has not filed any complaint, charge or lawsuit against Txxxxx with any court of their pastcompetent jurisdiction or administrative agency. The Board covenants that it will not at any time on or after the Effective Date file any complaint, present and future shareholderscharge or lawsuit against Txxxxx in any court of competent jurisdiction or administrative agency in connection with any known claims based on any event preceding the execution of these Terms of Involuntary Termination, officersincluding any claim related to Txxxxx’x employment, directors, employees, agents and insurers, from any and all claims, actions, causes service as a member of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companythe Board, or the termination of such his employment, except for or service as a member of the Board; provided, the foregoing covenant shall not apply to any complaint, charge or lawsuit, brought in good faith by the Board, based on a known claim for payment of fraud or performance pursuant criminal activity by Txxxxx in connection with his employment or service as a member of the Board (provided, any such claim based on fraud or criminal activity shall not limit Txxxxx’x rights of indemnification to the terms extent otherwise provided under these Terms of this AgreementInvoluntary Separation). This release includesThe existing shareholder derivative suits Said v. Bally Total Fitness, but is not limited toet al. and Sxxxxxxxx v. Xxxxx Total Fitness, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits et al. are expressly carved out from the foregoing representation and applies to claims that Employee might have covenant. Bally will further provide Txxxxx an affirmation of his full indemnification rights under either federal, state or local law dealing with employment, contract, tort, wage the bylaws and hour, or civil rights matters, including, but not limited to, Title VII certificate of incorporation of the Civil Rights Act of 1964, Company and his right to be covered under D&O insurance to the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEsame extent as sitting directors.

Appears in 1 contract

Samples: Employment Agreement (Bally Total Fitness Holding Corp)

Release of Claims. In return exchange for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into consideration provided for in this Agreement), Employeeyou, on behalf of Employee for yourself and Employee's your heirs, executors, administratorsadministrators and assigns (collectively the “Cxxxxxxxx Parties”), forever waive, release and discharge the Company and the Bank and their respective subsidiaries, affiliates, successors and assigns, hereby releases past and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employeesemployees and agents, agents and insurersany fiduciaries of any employee benefit plan or policy of the Company or the Bank (collectively the “Bank Parties”), from any and all claims, actionscases, demands, causes of actionactions, disputes, fees and liabilities or damages, and expenses (including attorneys’ fees) of any kindkind whatsoever, whether known or unknown, which may you or they ever had or now exist have against the Bank Parties by reason of any actual or hereafter may be discoveredalleged act, specifically includingomission, but not limited totransaction, any and all claimspractice, disputesconduct, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Companyoccurrence, or other matter up to and including the termination date of such employment, except for any claim for payment or performance pursuant to the terms your execution of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights mattersagreement, including, but not limited to, to any tort and/or contract claims and any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActAct (ADEA), the Americans with Disabilities Act, the Family and Medical Leave Act, similar the Employee Retirement Income Security Act of 1974 (ERISA), the Civil Rights Act of 1991, and/or any other Federal, state lawsor local law (statutory or decisional), and regulation, or ordinance; provided, however, that in no event do any regulations of the Cxxxxxxxx Parties hereby waive, release or discharge any of the Bank Parties against any claim, case, demand, cause of action, fee, liability or expense relating to indemnification or limitation of liability under such laws. This release shall not affect any accrued rights Employee may have the Company’s or the Bank’s charter or bylaws, or under any medical insuranceindemnification agreement between you and the Company or the Bank. You acknowledge that you have been urged by the Company to consult an attorney before signing this agreement and that you have executed this agreement with the waiver and release set forth above, workers compensation after having had the opportunity to consult with an attorney and after having had the opportunity to consider the terms of this agreement for twenty-one (21) days after such terms were proposed to you (although you may sign it at any time during this period). You further acknowledge that: you have read this agreement in its entirety; you understand all of its terms; you knowingly and voluntarily assent to all of the terms and conditions contained herein including, without limitation, the waiver and release; you are executing this agreement, including the waiver and release, in exchange for consideration in addition to anything of value to which you are already entitled; you are not waiving or releasing rights or claims that may arise after your execution of this agreement; and that you understand that the waiver and release in this agreement is being requested in connection with your retirement plan because from the Company and the Bank and in exchange for your receipt of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEconsideration to which you otherwise would not be entitled.

Appears in 1 contract

Samples: Flushing Financial Corp

Release of Claims. In return 6.1 The Employee agrees that by signing this Agreement and accepting the Retention Bonus and the right to retain the Retention Bonus and receive the Performance Bonus, in each case subject to the terms and conditions set forth herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, including but not limited to the entry by Acquiror and Merger Sub into the Merger Agreement, which the Employee hereby acknowledges would not otherwise occur but for the benefits conferred under the Employment Employee entering into this Agreement and providing the release of Claims pursuant to this Agreement (which Section 6, the Employee acknowledges Company has no hereby waives his or her right to assert any and all forms of legal obligation to provide if Employee does not enter into this Agreement)claims against Acquiror, EmployeeTarget and any parent and subsidiary corporations, on behalf divisions and affiliated corporations, partnerships or other affiliated entities of Employee Acquiror, past and Employeepresent, as well as Acquiror's heirs, executors, administrators, successors and assigns, hereby releases Target's current and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholdersformer employees, officers, directors, employeesagents, agents affiliates (which means all persons and insurersentities directly or indirectly controlling, controlled by or under common control with Acquiror), successors and assigns (collectively, the “Released Parties”) of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date on which the Employee executed this Agreement, but expressly excluding (a) any and all claimsrights Employee has or may have under the Merger Agreement, actionsthe Escrow Agreement, causes this Agreement, the Employment Agreement and any other documents executed in connection therewith, (b) any amounts for salary and wages, expense reimbursement or accrued bonuses which have not been paid as of the Closing Date, and (c) rights to indemnification and/or exculpation under Target's certificate of incorporation, bylaws and indemnity agreements with directors and officers of the Target. Except as set forth -7- below, the Employee's waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action jointly referred to herein as “Claims”) against the Released Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, claims related to back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Released Parties, for any alleged action, disputesinaction or circumstance existing or arising through the date on which the Employee executes this Agreement. Furthermore, liabilities with respect to any shares of Target Common Stock or damagesTarget Options held by the Employee, of any kindby signing this Agreement and the Amendment and accepting the Retention Bonus and the right to retain the Retention Bonus and receive the Performance Bonus, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant in each case subject to the terms of this Agreement. This release includesand conditions set forth herein, but is not limited to, any claims that Employee might have and for reemployment or reinstatement or for additional compensation or benefits other good and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964valuable consideration, the Age Discrimination Employee is waiving his or her right to raise any objection to or exercise any dissenters 1 rights or rights of appraisal under applicable law at any time with respect to the transactions contemplated in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEMerger Agreement.

Appears in 1 contract

Samples: Retention Agreement (Green Dot Corp)

Release of Claims. In return Executive covenants that he has no claim, grievance or complaint against any member of the Tenet Group currently pending before any state or federal court, agency, or tribunal; and, in consideration for the benefits conferred under the Employment amounts to be paid to Executive pursuant to Section 4 of that certain Retirement Agreement and this Agreement (General Release dated as of June 19, 2019, to which Employee acknowledges Company has no legal obligation to provide if Employee does he would not enter into this Agreement)otherwise be entitled, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, Executive hereby releases and forever discharges Company each member of the Tenet Group, and its pastall of their respective predecessors, present and future affiliatessuccessors, future parent companiesparents, subsidiaries, predecessors, successors affiliated and/or related entities and assigns, its and each of their past, present and future shareholdersdirectors, officers, directorssupervisors, employeesexecutives, representatives and agents (hereinafter, “Tenet Releasees") from all statutory and insurers, from any and all claims, actions, causes common law claims that Executive has or may have against the Tenet Releasees arising prior to Executive’s execution of action, disputes, liabilities or damages, this Agreement and/or arising out of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's his employment or engagement with Companyany member of the Tenet Group or the termination thereof (herein, "Released Claims"). The term “Released Claims” does not include any claim for vested benefits under the Xxxxx Healthcare Corporation 401(k) Retirement Savings Plan, the Tenet Employee Benefit Plan, the Deferred Compensation Plan, Xxxxx’x Stock Incentive Plans, or the termination of such employmentSERP. Without limitation, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any Released Claims include claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have arising under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Employee Retirement Income Security Act, the Family and Medical Leave Xxxxx Xxxxxxxxx Fair Pay Act, similar the Worker Adjustment and Retraining Notification Act, any analogous local or state laws, laws or statutes in the state(s) in which Executive was last employed and any regulations under other claim based upon any act or omission of any of the Tenet Releasees occurring prior to Executive’s execution of this Agreement. Executive further waives any right to any individual monetary or economic recovery or equitable relief against Tenet Releasees in any administrative proceeding or in any action, lawsuit, hearing or other proceeding instituted by any agency, person or entity, except to the extent such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation waiver is prohibited by law or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEexpressly permitted herein.

Appears in 1 contract

Samples: Retirement, General Release, and Consulting Agreement (Tenet Healthcare Corp)

Release of Claims. (a) In return exchange for the benefits conferred under the Employment promises contained in this Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement)the extent permitted by law, EmployeeExecutive hereby waives, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assignsdischarges, and each of their pastagrees that Executive will not in any manner institute, present and future shareholdersprosecute or pursue, officers, directors, employees, agents and insurers, from any and all complaints, claims, actionscharges, liabilities, claims for relief, demands, suits, actions or causes of action, disputeswhether in law or in equity, liabilities know or damages, of any kindunknown, which may now exist Executive asserts or hereafter may be discoveredcould assert, specifically includingat common law, but not limited to, under any and all claims, disputes, actions, causes of action, liabilities express or damagesimplied contract, arising from in tort or relating to Employee's employment with Companyunder any statute, rule, regulation, order or law, whether federal, state, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hourlocal, or civil rights matterson any grounds whatsoever, includingincluding without limitation, but not limited toclaims under the Executive Employment Agreement with the Company dated January 17, 2003 (the “Employment Agreement”), Title VII of the Civil Rights Act of 1964, the Age Washington Law Against Discrimination in Employment ActEmployment, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended “ADEA”), Washington Age Discrimination Law, the Family and Medical Leave Act, similar state lawsAct of 1993, and the Executive Retirement Income Security Act of 1974, against the Company and any regulations of its or their current or former, directors, officers, agents, employees, subsidiaries, successors, and assigns (collectively referred to as “Released Parties”) with respect to any event, matter, claim, damage or injury arising out of or relating to Executive’s relationship with the Company, the termination of such relationship, or the Employment Agreement arising up to the date and time of signing of this Agreement by Executive. Notwithstanding the foregoing, this release does not terminate Executive’s rights (a) set forth in this Agreement, (b) with respect to his Existing Equity Awards, (c) Executive’s rights to be indemnified by the Company or any of its subsidiaries under such lawsany agreement with the Company or any of its subsidiaries, the Company’s certificate of incorporation or bylaws, or under applicable law, which indemnity rights shall extend to Executive’s consulting services hereunder, or (d) resulting from any breaches of this Agreement. This release shall also does not affect any accrued extend to those rights Employee may have under any medical insurancewhich as a matter of law cannot be waived, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVERincluding, KNOWN OR UNKNOWNbut not limited to, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVEunwaivable rights.

Appears in 1 contract

Samples: Separation Agreement (Marchex Inc)

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