Common use of Acknowledgments and Affirmations Clause in Contracts

Acknowledgments and Affirmations. (a) Executive affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 5 contracts

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

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Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive Employee has complied with all laws and regulations applicable to FFB’s operations. b. Employee affirms that Employee has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Company. Executive entitled. d. Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive . e. Employee affirms that Employee has no known workplace injuries or occupational diseases. f. Employee affirms that Employee has not divulged any of FFB’s Confidential Information (as defined in the Employment Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB’s policies and/or Employee’s agreement(s) with FFB. g. Employee affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Employment Agreement. h. Employee affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Employee affirms that all of the CompanyFFB’s decisions regarding the Employee’s pay and benefits through the date of ExecutiveEmployee’s execution of this Agreement Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive j. Employee affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms any stock options granted to Employee under any FFB option program that Executive has have not divulged any proprietary or confidential information vested by Employee’s Severance Date shall be considered lapsed, and be forever unexercisable by Employee unless otherwise provided by the terms of the Company or applicable plan document for those options. At Employee’s Severance Date, any of its affiliates and vested stock options will continue to maintain the confidentiality of such information consistent be treated in accordance with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more terms of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementapplicable plan document for those options. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 5 contracts

Samples: Employment Agreement (First Financial Bancorp /Oh/), Employment Agreement (First Financial Bancorp /Oh/), Employment Agreement (First Financial Bancorp /Oh/)

Acknowledgments and Affirmations. (a) Executive affirms You affirm that Executive has you have not filed, caused to be filed, and are presently not a party to, any claim against the Company. You also affirm that, other than any payments or benefits set forth in this Agreement, you have been paid and/or has have received all compensation, wages, bonuses, commissions, and/or benefits to which Executive you may be entitled for all hours worked during Executive’s term of employment with the Companyhave been eligible or entitled. Executive affirms You affirm that Executive has you have been granted any leave to which Executive was you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms You also affirm that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has you have no known workplace injuries or occupational diseases. (c) Executive affirms diseases that Executive has are not divulged any proprietary or confidential information the subject of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms pending Workers Compensation claims. You further affirm that Executive has you have not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms . The Company and you both acknowledge that Executive this Agreement does not have any current chargelimit either’s right, claimwhere applicable, to file a claim with or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC) or any other comparable federal, state, state or local agency charged with governmental agency. To the enforcement extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. You acknowledge and understand that nothing in this Agreement serves as a waiver of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any your rights under the applicable deferred compensation plans of the claims Executive has releasedCompany and equity, phantom equity and incentive compensation awards. Executive also understands [You further acknowledge and understand that if Executive files such a charge or complaintthe benefit you receive from your use of the discount card after your last day of employment, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant including but not limited to the Employment Agreement. (f) Executive affirms value of the discount you receive, is considered taxable income under the current U.S. tax regulations, and that at you — not the time of considering Company — shall be solely responsible for tracking, calculating, reporting and paying any taxes in connection with such income to the I.R.S. You further agree to indemnify and defend the Company in connection with any taxes or executing this Agreement, Executive was not affected penalties the Company may incur or impaired be assessed by illness, the I.R.S with respect to your use of alcoholsuch discount card after your last day of employment, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is including but not a party limited to any bankruptcyfailure by you to track, liencalculate, creditor-debtor, report or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.pay any taxes in connection with your use of such discount card.](1)

Appears in 4 contracts

Samples: Executive Severance Agreement (Kate Spade & Co), Executive Severance Agreement (Kate Spade & Co), Executive Severance Agreement (Kate Spade & Co)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, nor caused to be filed, nor is Employee presently a party to, any claim, complaint or action against Employer in any legal or administrative forum. (b) Employee affirms that Employee has reported all hours worked as of the date Employee signed this Agreement and has been paid for and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Company. Executive entitled. (c) Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms , and that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on agethere has been no retaliation as a result of, disability, race, color, sex, religion, national origininterference with, or any other classification protected by lawrestraint of Employee’s use of such leave. (bd) Executive Employee affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive Employee affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (df) Executive Employee affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. (eg) Executive affirms Employee acknowledges and agrees that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment he will resign all public and the termination of Executive’s employment. Executive understands that nothing private director/officer positions he holds in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission Employer or any other federalrelated or affiliated corporations or business entities, stateincluding but not limited to any positions held with TerreStar Networks Inc., or local agency charged with the enforcement of any employment or labor lawsTerreStar Corporation, although by signing this AgreementMotient Corporation, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaintTerreStar Networks Holdings (Canada) Inc., Executive hasTerreStar Networks (Canada) Inc., TerreStar Global Ltd., their parents, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns. (h) Since, as part of Employee’s employment, Employee had access to information of a nature not generally disclosed to the public, Employee acknowledges and affirms that Employee will keep confidential and not disclose to anyone, the business, proprietary, and trade secret information of Employer in Employee’s possession, as well as the personal, confidential, or otherwise proprietary information regarding Employer’s employees, and personnel practices and related matters. This obligation is understood to be in addition to any agreements Employee signed with Employer concerning confidentiality and non-disclosure, non-competition, non-solicitation, and assignment of inventions or other intellectual property developments, which agreements will remain in full force and effect. Employee expressly acknowledges and agrees that the obligations imposed on Employee in the sections of the Employment Agreement captioned “Company Property”, “Non-Competition; Non-Solicitation”, “Protection of Company Property”, “Intellectual Property”, “Publicity”, “Non-Disparagement” and “Arbitration” (Sections 6, 7, 8, 9, 13, 14 and 21, respectively) remain in full force and effect subsequent to the effective date of Employee’s separation from service and Employee’s execution of this Agreement. Employer acknowledges that the obligations imposed on it under the “Arbitration” and “Indemnification” sections of the Employment Agreement (Sections 21 and 22, waived Executiverespectively) remain in full force and effect subsequent to the effective date of Employee’s right separation from service and Employer’s execution of this Agreement. (i) Employee affirms and agree that Employee will not take, copy, use or distribute in any form or manner documents or information that Employer deems proprietary, including, but not limited to, trade secrets, research and development materials, lists of customers or potential customers, financial information, business and strategic plans, software programs and codes, access codes, and other similar materials or information. (j) Both parties acknowledge that this Agreement does not limit either party’s right, where applicable, to receive file or participate in an investigative proceeding of any remuneration beyond what Executive receives federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee further agrees that Employee will not provide information or testimony in any court action against Employer except pursuant to a lawful subpoena or other valid legal process and that Employee will notify Employer of any subpoena or informal request to testify in Court that Employee receives within 3 business days after Employee’s receipt of such subpoena or informal request. (k) Both parties acknowledge and affirm that Employee’s separation from service did not arise in the context of a “Change of Control” as that term is defined in the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 3 contracts

Samples: General Release Agreement (Terrestar Corp), General Release Agreement (Terrestar Corp), General Release Agreement (Terrestar Corp)

Acknowledgments and Affirmations. (a) a. Executive affirms that Executive has complied with all laws and regulations applicable to FFB’s operations. b. Executive affirms that Executive has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Executive affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. entitled. d. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. . e. Executive affirms that Executive has no known workplace injuries or occupational diseases. f. Executive affirms that Executive has not divulged any of FFB’s Confidential Information (as defined in the Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB’s policies and/or Executive’s agreement(s) with FFB. g. Executive affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Agreement. h. Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Executive affirms that all of the CompanyFFB’s decisions regarding the Executive’s pay and benefits through the date of Executive’s execution of this Agreement Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) j. Executive affirms that any stock options granted to Executive has no known workplace injuries or occupational diseasesunder any FFB option program that have not vested by Executive’s Severance Date shall be considered lapsed, and be forever unexercisable by Executive unless otherwise provided by the terms of the applicable plan document and/or related agreement for those options. At Executive’s Severance Date, any vested stock options will be treated in accordance with the terms of the applicable plan document and/or related agreement for those options. (c) k. Executive affirms that any restricted stock granted to Executive has under any FFB restricted stock program that have not divulged any proprietary or confidential information vested by Executive’s Severance Date shall be considered lapsed, and be forever forfeited by Executive unless otherwise provide by the terms of the Company or applicable plan document and/or related agreement for those restricted shares. At Executive’s Severance Date, any of its affiliates and vested restricted stock will continue to maintain the confidentiality of such information consistent be treated in accordance with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more terms of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment applicable plan document and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementrelated agreement for those restricted shares. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 2 contracts

Samples: Severance and Change in Control Agreement (First Financial Bancorp /Oh/), Severance and Change in Control Agreement (First Financial Bancorp /Oh/)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has been paid and/or has received all compensationnot filed, wagescaused to be filed, bonuses, commissions, and/or benefits or presently is a party to which Executive may be entitled for all hours worked during Executive’s term of employment with any claim or administrative proceeding against the Company. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled and requested under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive . Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, policies and Employee’s agreement(s) with the Employment Agreement, Company and/or common law. (d) Executive . Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive . Both parties acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more all the Company’s decisions regarding Employee’s pay and benefits through the date of the Released Persons pending before any local, state, or federal agency or court regarding ExecutiveEmployee’s employment and the termination execution of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other federal, state, or local agency charged with classification protected by law. Employee agrees that this Agreement is written in a manner that enables him/her to fully understand its content and meaning. Employee agrees he is waiving and releasing claims (including those asserted under the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery ADEA) in exchange for valuable consideration identified above that is based on any in addition to anything of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right value to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementwhich he is already entitled. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 2 contracts

Samples: Separation Agreement (vTv Therapeutics Inc.), Retirement Agreement (vTv Therapeutics Inc.)

Acknowledgments and Affirmations. (a) Executive affirms You affirm that Executive has you have not filed, caused to be filed, and are presently not a party to, any claim against the Company. You also affirm that, other than any payments or benefits set forth in this Agreement, you have been paid and/or has have received all compensation, wages, bonuses, commissions, and/or benefits to which Executive you may be entitled for all hours worked during Executive’s term of employment with the Companyhave been eligible or entitled. Executive affirms You affirm that Executive has you have been granted any leave to which Executive was you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms You also affirm that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has you have no known workplace injuries or occupational diseases. (c) Executive affirms diseases that Executive has are not divulged any proprietary or confidential information the subject of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms pending Workers Compensation claims. You further affirm that Executive has you have not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms . The Company and you both acknowledge that Executive this Agreement does not have any current chargelimit either’s right, claimwhere applicable, to file a claim with or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC) or any other comparable federal, state, state or local agency charged with governmental agency. To the enforcement extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. You acknowledge and understand that nothing in this Agreement serves as a waiver of any employment or labor lawsyour rights under the Company’s 401(k) Savings and Profit Sharing Plan, although by signing this AgreementSupplemental Executive Retirement Plan (SERP) and equity, Executive is giving up any right to monetary recovery phantom equity and incentive compensation awards. [You further acknowledge and understand that is based on any the benefit you receive from your use of the claims Executive has released. Executive also understands that if Executive files such a charge or complaintdiscount card after your last day of employment, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant including but not limited to the Employment Agreement. (f) Executive affirms value of the discount you receive, is considered taxable income under the current U.S. tax regulations, and that at you — not the time of considering Company — shall be solely responsible for tracking, calculating, reporting and paying any taxes in connection with such income to the I.R.S. You further agree to indemnify and defend the Company in connection with any taxes or executing this Agreement, Executive was not affected penalties the Company may incur or impaired be assessed by illness, the I.R.S with respect to your use of alcoholsuch discount card after your last day of employment, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is including but not a party limited to any bankruptcyfailure by you to track, liencalculate, creditor-debtor, report or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.pay any taxes in connection with your use of such discount card.](1)

Appears in 2 contracts

Samples: Employment Agreement (Fifth & Pacific Companies, Inc.), Employment Agreement (Fifth & Pacific Companies, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Gerber. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that he has not divulged any proprietary or confidential information of Gerber and will continue to maintain the confidentiality of such information consistent with Gerber’s policies and Employee’s agreement(s) with Gerber and/or common law. Employee further affirms that he has not been retaliated against for reporting any allegations of wrongdoing by Gerber or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, he shall not be entitled to recover any individual monetary relief or other individual remedies. Employee affirms that all of the CompanyGerber’s decisions regarding the his pay and benefits through the date of Executive’s his execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 2 contracts

Samples: Confidential Agreement and General Release (Gerber Scientific Inc), Confidential Agreement and General Release (Gerber Scientific Inc)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive Employee has complied with all laws and regulations applicable to FFB's operations. b. Employee affirms that Employee has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Company. Executive entitled. d. Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive . e. Employee affirms that Employee has no known workplace injuries or occupational diseases. f. Employee affirms that Employee has not divulged any of FFB's Confidential Information (as defined in the Employment Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB's policies and/or Employee's agreement(s) with FFB. g. Employee affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Employment Agreement. h. Employee affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Employee affirms that all of the Company’s FFB's decisions regarding the Employee's pay and benefits through the date of Executive’s execution of this Agreement Employee's Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive j. Employee affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms any stock options granted to Employee under any FFB option program that Executive has have not divulged any proprietary or confidential information vested by Employee's Severance Date shall be considered lapsed, and be forever unexercisable by Employee unless otherwise provided by the terms of the Company or applicable plan document for those options. At Employee's Severance Date, any of its affiliates and vested stock options will continue to maintain the confidentiality of such information consistent be treated in accordance with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more terms of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementapplicable plan document for those options. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 2 contracts

Samples: Employment Agreement, Employment and Non Competition Agreement (First Financial Bancorp /Oh/)

Acknowledgments and Affirmations. Executive acknowledges and affirms that: (a) Executive affirms that has not filed, caused to be filed, or presently is a party to any Claim against Releasees; (b) Executive has reported all hours worked as of the date Executive signs this release and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may normally paid as of this date and all other compensation due will be entitled for all hours worked during Executive’s term of employment with paid per the Companyapplicable compensation plan. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay laws and benefits through the date of Executive’s execution of this Agreement were has not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases.been subjected to retaliation for taking such leave; (c) Executive affirms that has no unclaimed workplace injuries or occupational diseases of which Executive is aware as of the Retirement Date; (d) Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates Releasees and will continue to maintain the confidentiality of such information consistent with the CompanyReleasees’ policies and Executive’s policies, the Employment Agreement, agreement(s) with Releasees and/or common law., even if Executive accepts a position with a company that competes with Releasees or if Executive as an individual competes with Releasees; (de) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officersReleasees, including any allegations of corporate fraud. (e) Executive affirms . Both Parties acknowledge that Executive this Retirement Date Separation Agreement and General Release does not have any current chargelimit either Party’s right, claimwhere applicable, to file or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating participate in an investigation or investigative proceeding conducted by the Equal Employment Opportunity Commission or of any other federal, state, state or local agency charged with governmental agency. To the enforcement of any employment or labor laws, although extent permitted by signing this Agreementlaw, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands agrees that if Executive files such a charge or complaintan administrative claim is made, Executive has, as part of this Agreement, waived Executive’s right shall not be entitled to receive recover any remuneration beyond what Executive receives pursuant to the Employment Agreement.individual monetary relief or other individual remedies; (f) any corporate card of a financial institution issued to Executive affirms that at will be canceled upon the time conclusion of considering or executing the Consulting Period and any outstanding balances owed by Executive will be deducted from Executive’s final Consulting Fees payment and paid directly to the issuing financial institution to the extent permitted under applicable law. Executive hereby authorizes the Company to make such deductions from his final Consulting Fees payment and to make payments to the issuing financial institution as described above, in accordance with applicable law; and (g) with regard to any payments made to Executive pursuant to this AgreementRetirement Date Separation Agreement and General Release, Executive was is and shall be solely responsible for all taxes, including, but not affected or impaired limited to, federal, state and local taxes, that may be owed by illness, use Executive by virtue of alcohol, drugs, or other substances or otherwise impairedthe receipt of any portion of the monetary payment provided under this Retirement Date Separation Agreement and General Release. Executive is competent agrees to execute this Agreement indemnify and knowingly and voluntarily waives hold Releasees harmless from any and all claims Executive liability, including, without limitation, all penalties, interest and other costs that may have against be imposed by the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, Internal Revenue Service or other proceedings governmental agencies regarding any tax obligations that would impair Executive’s right or ability may arise from the monetary consideration made to waive all claims Executive may have against the Released Personspursuant to this Retirement Date Separation Agreement and General Release.

Appears in 2 contracts

Samples: Retirement and Consulting Agreement, Retirement and Consulting Agreement (Superior Uniform Group Inc)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. (b) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term of employment with the Companyemployment. Executive Employee further affirms that Executive Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (bc) Executive Employee further affirms that Executive Employee has no known workplace injuries or occupational diseases. (cd) Executive Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (de) Executive Employee further affirms that Executive Employee has not been retaliated against for reporting reported internally to Employer any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does , and Employee has not have been retaliated against for reporting any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right such allegations internally to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment AgreementEmployer. (f) Executive affirms that at the time of considering Employee and Employer acknowledge Employee’s rights to make truthful statements or executing this Agreementdisclosures required by law, Executive was not affected or impaired by illness, use of alcohol, drugsregulation, or other substances legal process and to request or otherwise impaired. Executive is competent to execute receive confidential legal advice, and nothing in this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party shall be deemed to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsthose rights.

Appears in 2 contracts

Samples: Separation Agreement (Enliven Therapeutics, Inc.), Separation Agreement (Enliven Therapeutics, Inc.)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. Executive affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive . b. Employee affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were Employee has not discriminatory based on agefiled, disability, race, color, sex, religion, national origincaused to be filed, or presently is a party to any other classification protected by lawclaim against Releasees with any state, federal, or local governmental agency or court or arbitrator. (b) Executive c. Employee further affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive d. Employee also affirms that Executive that, to the best of Employee’s knowledge and belief, Employee has not divulged any proprietary or confidential information acquired by virtue of the Company or any of its affiliates Employee’s employment and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employmentinformation. Executive understands that nothing Nothing in this Agreement prevents Executive releases Employee from continuing obligations to protect intellectual property belonging to any of the Releasees. e. Nothing in this Agreement (i) limits or affects Employee’s right to challenge the validity of this Agreement, including, without limitation, a challenge under the ADEA; (ii) in any way interferes with Employee’s right and responsibility to give truthful testimony under oath; or (iii) precludes Employee from participating in an investigation, filing a charge or complaint otherwise communicating with any federal, state or from participating in an investigation local government office, official or proceeding conducted by agency, including, but not limited to, the Equal Employment Opportunity Commission or any other federalCommission, stateDepartment of Labor, National Labor Relations Board, or local agency charged the Securities and Exchange Commission. However, Employee promises never to seek or accept any compensatory damages, back pay, front pay, or reinstatement remedies for Employee personally with the enforcement of respect to any employment or labor laws, although claims released by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms f. Employee represents that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive Employee is not a party presently, nor has Employee ever been, enrolled in Medicare Part A or Part B. (Payments to any bankruptcyMedicare beneficiaries may need to be reported to Medicare pursuant to Section 111 of the Medicare, lienMedicaid, creditorand SCHIP Extension Act of 2007.) g. Employee specifically understands and acknowledges that: 1. EMPLOYEE HAS UP TO TWENTY-debtorONE (21) CALENDAR DAYS FOLLOWING THE TERMINATION OF EMPLOYMENT TO CONSIDER THIS GENERAL RELEASE AGREEMENT. THE PARTIES AGREE THAT CHANGES, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released PersonsWHETHER MATERIAL OR IMMATERIAL, DO NOT RESTART THE RUNNING OF THE 21-DAY CONSIDERATION PERIOD. 2. EMPLOYEE IS SPECIFICALLY ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING OF THIS GENERAL RELEASE AGREEMENT. 3. EMPLOYEE MAY REVOKE THIS GENERAL RELEASE AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT.

Appears in 1 contract

Samples: General Release and Separation Agreement (Chevron Corp)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has been paid and/or not filed, caused to be filed, or presently is a party to any claim against Releasees. Employee also affirms that Employee has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this Agreement. Employee affirms and agrees that his separation from employment was a voluntary resignation and that it does not constitute a resignation by him for Good Reason as Good Reason is defined in the RSU Agreement. Employee acknowledges that, to which Executive the extent set forth Paragraph 5 above, this Agreement contains a release of any and all claims Employee may be entitled for have under the Massachusetts Wage Act and that this Agreement is intended to resolve any and all hours worked during Executive’s term of employment with the Companydisputes related to wages, commissions, or other compensation. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled from Employer under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive . Employee also affirms that Executive Employee has not divulged any financial, proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, Employee’s agreement(s) with Employer and/or any applicable common law. (d) Executive . As noted above, this Agreement does not limit Employee from providing any documents to the U.S. Securities and Exchange Commission as part of a whistleblower action and/or a report of possible violations of any federal securities law. Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer, its officers or its officersany other Releasees identified in this Agreement, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Byrna Technologies Inc.)

Acknowledgments and Affirmations. (a) Executive affirms Employee represents and warrants that Executive Employee has not filed or otherwise initiated any legal action or administrative proceeding of any kind against any of the Releasees and has no knowledge that any such legal action or administrative proceeding (i) has been filed or otherwise initiated or (ii) is contemplated or threatened by any other person or entity on Employee’s behalf. Employee also hereby irrevocably and unconditionally waives and relinquishes any right to seek or recover any monetary relief or other individual remedies for or on account of any of the Released Claims whether for Employee or as a representative or on behalf of others. (b) Employee represents and warrants that Employee has not assigned, transferred or sold any of the Released Claims. Employee shall indemnify and hold harmless the Releasees from and against any liability or loss, and for any cost, expense (including attorneys’ fees), judgment, or settlement, based on or arising out of any breach of this Agreement by Employee, to the extent permitted by law. (c) Employee represents and warrants that Employee has been paid and/or has received all compensation, wages, including overtime, bonuses, commissions, and/or vacation time, and other benefits to which Executive Employee may be entitled for all hours worked during Executive’s term from any of employment with the Company. Executive affirms Releasees except as provided in this Agreement. (d) Employee represents and warrants that Executive Employee has been granted any all leave (paid or unpaid) to which Executive Employee was entitled under the Family state and/or federal FMLA and Medical Leave Act that Employee has not been discriminated or related retaliated against due to Employee’s exercise of rights, if any, under the state or local leave or disability accommodation lawsand/or federal FMLA. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive affirms Employee represents and warrants that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Companyother Releasees. Employee represents he has returned all Company property in Employee’s policiespossession, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claimcustody, or lawsuit against one control whether in electronic or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementphysical form. (f) Executive affirms Employee represents and warrants that at Employee is not aware of any act, failure to act, practice, policy, or activity of the time Company or any of considering the other Releasees that Employee considers to be or executing to have been unlawful or potentially unlawful. (g) Employee understands that no rights or claims are released or waived that might arise after Employee signs this Agreement, Executive was . (h) Employee will not affected or impaired by illness, use of alcohol, drugsdisparage in any way, or other substances make negative comments of any sort, about the Company or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcyits Affiliates, lientheir employees, creditor-debtorcustomers, or other proceedings that would impair Executivevendors, whether orally or in writing, and whether to a third party or to an employee of the Company or its Affiliates. The Company and its subsidiaries will not disparage you in any way, or make negative comments of any sort, about you. This prohibition does not limit Employee’s right to file a charge with, or ability participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require Employee to waive all claims Executive may have against provide anything other than truthful information in good faith to the Released Personsbest of his ability.

Appears in 1 contract

Samples: Severance Agreement (Compass Minerals International Inc)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, and is not presently a party to, any claim, charge, action or other legal proceeding against Releasees in any forum or form as of the date of execution of this Agreement. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee affirms that Employee has returned all of Innodata’s property, documents, and/or confidential information in Employee’s possession or control. Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at Innodata’s premises and that Innodata is not in possession of any of Employee’s property. Employee affirms that Employee has not divulged any proprietary or confidential information of Innodata, its affiliates, subsidiaries or clients and will continue to maintain the confidentiality of such information consistent with Innodata’s policies and Employee’s agreement(s) with Innodata and/or common law. Employee further affirms that Employee has provided Innodata with a list of all user names and passwords used by Employee in connection with Employee performing services for Innodata. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Innodata, its officers, or any other Releasee identified in this Agreement, including any allegations of corporate fraud. Employee affirms that all of the CompanyInnodata’s decisions regarding the Employee's pay and benefits through the date of Executive’s execution of this Agreement Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Innodata Inc)

Acknowledgments and Affirmations. (a) Executive Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, attorneys and/or to any federal, state or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged unlawful conduct. (b) Employee confirms that Employee has not made any claims or allegations to the Employer related to sexual harassment, sex discrimination, or sexual assault, and that none of the payments set forth in this Agreement are related to sexual harassment, sex discrimination, or sexual assault; (c) Employee confirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. (d) Employee also affirms that Executive that, other than amounts payable pursuant to Section 2(b), Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term employment for which Employee has sought reimbursement in accordance with applicable company policies. Employee further confirms that Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment with through the CompanySeparation Date. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (be) Executive Employee further affirms that Executive Employee has no known workplace injuries or occupational diseases. (cf) Executive Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. . Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (da) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. is made (ei) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing confidence to a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with government official, either directly or indirectly, or to an attorney; and (ii) solely for the enforcement purpose of any employment reporting or labor lawsinvestigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, although by signing this Agreement, Executive if such filing is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementmade under seal. (fg) Executive affirms that at the time of considering Employee and Employer acknowledge Employee’s rights to make truthful statements or executing this Agreementdisclosures required by law, Executive was not affected or impaired by illness, use of alcohol, drugsregulation, or other substances legal process and to request or otherwise impaired. Executive is competent to execute receive confidential legal advice, and nothing in this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party shall be deemed to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsthose rights.

Appears in 1 contract

Samples: Separation Agreement (BigBear.ai Holdings, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged unlawful conduct. (b) Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. (c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term of employment with the Companyemployment. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (bd) Executive Employee further affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (df) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by the Company or its officerslaw, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claimregulation, or lawsuit against one legal process and to request or more of the Released Persons pending before any localreceive confidential legal advice, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right shall be deemed to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementimpair those rights. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Quantum Computing Inc.)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer or the Releasees anywhere in the world. b. Employee also affirms that if Employee is a non-exempt employee entitled to overtime pay for hours worked in excess of 40 in one week, Employee has reported all hours worked as of the date Employee signs this Separation Agreement and Release; and, whether or not exempt, has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Company. Executive entitled. c. Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related other state or local leave or disability accommodation laws. Executive . d. Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive e. Employee also affirms that Executive Employee has not divulged any proprietary or confidential information information, or trade secrets, of Employer or the Company or any of its affiliates Releasees and will continue to maintain the confidentiality of such information in perpetuity consistent with the CompanyEmployer’s policiespolicies and Employee’s agreement(s) with Employer, the Employment AgreementReleasees, and/or statutory and common law. Employee confirms he or she is in compliance with the confidentiality/non-solicitation agreement entered into by Employee in connection with Employee’s initial hiring by the Employer. (d) Executive f. Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer, the Company Releasees, or its their officers, including any allegations of corporate fraud. (e) Executive affirms g. Employee understands that Executive this Separation Agreement and Release does not have any current chargelimit your right, claimwhere applicable, to file or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating participate in an investigation or investigative proceeding conducted by the Equal Employment Opportunity Commission or of any other federal, state, or local agency charged with governmental agency. To the enforcement extent permitted by law, Employee agrees that if such an administrative claim is made on behalf of Employee, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. h. Employee acknowledges that Employee’s benefits hereunder, and the Employer’s obligations to make payments hereunder, shall be terminated upon Employee’s breach of any employment covenant or labor lawsobligation contained in this Separation Agreement and Release and/or in any exhibits hereto; notwithstanding such termination, although by signing this Agreementthe General Release and other obligations of Employee hereunder shall survive any such termination. The foregoing shall be in addition to, Executive is giving up any right to monetary recovery that is based on and not in limitation of, any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaintEmployer’s rights and remedies, Executive hasincluding, as part without limitation, those of this Agreementspecific performance and equitable remedies, waived Executive’s right to receive any remuneration beyond what Executive receives at law and/or pursuant to the Employment Agreementany exhibits hereto. (f) Executive i. Employee further affirms that at after the time Separation Date, the Employee will not represent himself as being a current employee, officer, attorney, agent or representative of considering the Employer or executing this Agreementany other Affiliate for any purpose, Executive was not affected or impaired by illnessbut may identify himself as a consultant to the Company during the term of his consultancy arrangement, use and may refer to himself as a member of alcoholits Board of Directors during his tenure as such (and thereafter may refer to such roles in the past tense). Without limiting the foregoing, drugs, or other substances or otherwise impaired. Executive is competent the Employee specifically agrees to execute this Agreement and knowingly and voluntarily waives update any and all claims Executive social media accounts the Employee accesses, uses or maintains to reflect the fact that the Employee is no longer employed by the Employer within three days of the Separation Date, but instead is a consultant to the Company during the term of his consultancy arrangement, and may have against refer to himself as a member of its Board of Directors during his tenure as such (and thereafter may refer to such roles in the Released Personspast tense). Executive certifies that Executive is For purposes of this Section, social media accounts include but are not a party limited to any bankruptcyFacebook, lienLinkedIn, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released PersonsTwitter and Four Square.

Appears in 1 contract

Samples: Separation Agreement (Systemax Inc)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Millington Savings Bank. Employee also affirms that Employee has reported all hours worked as of the date Employee signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has not divulged any proprietary or confidential information of Millington Savings Bank and will continue to maintain the confidentiality of such information consistent with Millington Savings Bank’s policies and Employee’s agreement(s) with Millington Savings Bank and/or common law. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Millington Savings Bank or its officers, including any allegations of corporate fraud. Employee affirms that all of the CompanyMillington Savings Bank’s decisions regarding the Employee's pay and benefits through the date of Executive’s execution of this Agreement Employee's Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (MSB Financial Corp)

Acknowledgments and Affirmations. (a) Executive a. Employee and Employer each affirms to the other that it has not filed, caused to be filed, and presently is not a party to any claim filed against the other and has released any and all claims not explicitly preserved by Employee to receive the consideration provided hereunder; b. Employee affirms he has no known workplace injuries, diseases or occupational illnesses and further affirms that Executive has he is unaware of any facts that could be the basis for a claim of discrimination against the Employer; c. Employee affirms he will continue to maintain the confidentiality of Employer’s confidential and other non-public information consistent with Employer’s policies attorney-client privileges, and common law, except as compelled by judicial process or court or governmental order or proceeding; d. Employee also affirms that upon receipt of the consideration to be paid or provided to Employee under Paragraph 2 hereof, he will have been paid and/or has have received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executivebased on services performed and Employee’s term execution of employment with the Companythis Agreement, subject to terms of this Agreement. Executive Employee affirms that Executive he has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms ; e. Both Employer and Employee acknowledge that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were does not discriminatory based on agelimit either party’s right, disabilitywhere applicable, raceto file or participate in an investigative proceeding, color, sex, religion, national origin, or any other classification protected to the extent permitted by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of , before the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission providing that Employee shall not be entitled to recover any individual monetary relief or other individual remedies; f. In the event any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although claim is made by signing this Agreement, Executive is giving up any right to monetary recovery Employee that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired barred by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly any remedy is provided upon such a claim by Employee, all monies paid hereunder shall be a set–off against and voluntarily waives shall be used to satisfy any relief or recovery award to Employee and all if Employee files any claim of any kind whatsoever, not explicitly preserved by Employee under this Agreement (excluding cross, counter or similar claims Executive that he may have against the Released Persons. Executive certifies that Executive is not a party bring in response to any bankruptcyclaim brought against him by Getty), lienhe shall return all of the consideration paid under Paragraph 2 above and shall pay the cost of the legal fees incurred by Employer to defend that action, creditor-debtorsubject to applicable law; and, g. Employee represents he has returned all of Employer’s equipment (except the Dell Latitude 430, Magellan 2000, Blackberry and Canon camera, which he shall be permitted to retain in consideration hereof) and has no knowledge that he has any original or copies of any Company documents and information, regardless of the form, and agrees to return such documents and information, or other proceedings forward to the xxxxxx@xxxxxxxxxxx.xxx e-mail account any e-mails regarding Company business received or sent from any e-mail account under his control that would impair Executive’s right or ability have not been deleted, if he finds any in his possession and will thereafter purge any Company data stored in any electronic form in his possession prior to waive all claims Executive may have against the Released Personsend of the Revocation Period.

Appears in 1 contract

Samples: Severance Agreement (Getty Realty Corp /Md/)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive he has not filed, caused to be filed, and presently is not a party to any claim filed against the Employer and has released any and all claims not explicitly preserved hereunder; b. Employee affirms he has no known workplace injuries, diseases or occupational illnesses and further affirms that he is unaware of any facts that could be the basis for a claim of discrimination against the Employer; c. Employee also affirms that upon receipt of the consideration and amounts to be paid or provided to Employee as provided under Paragraphs 1, 2 and 3 hereof, he will have been paid and/or has have received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executivebased on services performed or to be performed and Employee’s term execution of employment with the Companythis Agreement, subject to terms of this Agreement. Executive Employee affirms that Executive he has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms ; d. Both the Employer and Employee acknowledge that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were does not discriminatory based on agelimit either party’s right, disabilitywhere applicable, raceto file or participate in an investigative proceeding, color, sex, religion, national origin, or any other classification protected to the extent permitted by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of , before the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission providing that Employee shall not be entitled to recover any individual monetary relief or other individual remedies; e. In the event that any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although claim is made by signing this Agreement, Executive is giving up any right to monetary recovery Employee that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired barred by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly any remedy is provided upon such a claim by Employee, all monies paid to Employee pursuant to Paragraphs 2 and voluntarily waives 3 hereof shall be a set-off against and shall be used to satisfy any relief or recovery award to Employee, and all if Employee files any claim of any kind whatsoever, not explicitly preserved by Employee under this Agreement (excluding cross, counter or similar claims Executive that he may have against the Released Persons. Executive certifies that Executive is not a party bring in response to any bankruptcyclaim brought against him by Getty), lienhe shall return all of the consideration paid under Paragraphs 2 and 3 above and shall pay the reasonable cost of the legal fees incurred by Employer to defend that action, creditor-debtorsubject to applicable law; and f. Employee affirms that he will at the end of the Transition Period or at such other time as directed by Getty, return all of Employer’s property and equipment, including but not limited to any original or other proceedings that would impair Executivecopies of any Company documents and information, regardless of the form, except as otherwise agreed by the Company’s right or ability to waive all claims then Chief Executive may have against the Released PersonsOfficer.

Appears in 1 contract

Samples: Retirement Agreement (Getty Realty Corp /Md/)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive she has not filed, caused to be filed, or presently is a party to any claim against Employer. b. Employee affirms that she has been paid and/or has received all compensation, wages, bonuses, commissions, commissions and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive Employee affirms that Executive she has been granted any leave to which Executive she was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee affirms that all of the CompanyKimco’s decisions regarding the Employee’s pay and benefits through the date of ExecutiveEmployee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive c. Employee affirms that Executive she has no known workplace injuries or occupational diseases. (c) Executive d. Employee affirms that Executive she has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (d) Executive e. Employee further affirms that Executive she has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. Both Employer and Employee acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. If any federal, state or local governmental agency requests that Xx. Xxxxxx participate in any such investigative proceeding, Xx. Xxxxxx shall provide written notice to Xxxx Xxxxxx, Vice President, Human Resources, or her successor, no later than five (5) business days prior to any requested or required participation. (e) Executive f. Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive she is not a party to any bankruptcyMedicare or Medicaid beneficiary as of the date of this Agreement and, lientherefore, creditor-debtor, no conditional payments have been made by Medicare or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released PersonsMedicaid.

Appears in 1 contract

Samples: Agreement and General Release (Kimco Realty Corp)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive from and after March 12, 2018 to the date of execution of this Agreement, except as permitted by paragraph “6,” he has not made statements about Employer or engaged in conduct which could reasonably be expected to adversely affect Employer’s reputation or business, including but not limited to discussing Employer’s business with search firms, the media, industry consultants and analysts, investors, competitors, customers, suppliers, employees, directors, vendors or any entity that Employee becomes employed by or does consulting work for in the future, and that he has not contacted any current or former employee or director of Methode, except for the Chief Human Resources Officer or her designee, and that if any employee of Methode other than the Chief Human Resources Officer contacted him, Employee has stated only that he and Methode have parted ways on an amicable basis and that he prefers not to discuss matters relating to Methode. Employee has advised the Chief Human Resources Officer in writing of the date and time of the contact with any Methode employee and the substance of the discussion within one day after the contact. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee is not entitled to any payments or benefits under any of the Equity/Bonus Documents and that all outstanding awards/benefits under the Equity/Bonus Documents were not earned or vested as of the Separation Date. Employee affirms and agrees that he hereby resigns from any and all director and/or officer positions he holds with Employer and any subsidiary companies owned or controlled by Employer. Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employer for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee shall not apply in the future for employment with Employer because of, among other things, irreconcilable differences with Employer. Employee affirms that all of the Company’s Employer's decisions regarding the Employee's pay and benefits through the date of ExecutiveEmployee’s execution separation of this Agreement employment were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive . Employee affirms that, in the event any attorneys or third parties have asserted or assert a hold or lien or other encumbrance upon Employee’s claims, demands, and causes of action against Employer, Employee will be responsible for paying any costs and fees associated with and otherwise satisfying that Executive has no known workplace injuries hold or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary lien or confidential information of the Company or any of its affiliates other encumbrance, and will continue to maintain the confidentiality of such information consistent hold Employer and its attorneys harmless for any costs or fees they incur in association with the Company’s policies, the Employment Agreement, and/or common lawhold or lien. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: General Release Agreement (Methode Electronics Inc)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against The Pantry or any Releasee in any form or forum. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for entitled. Employee acknowledges that The Pantry’s obligations under this Separation Agreement are in full discharge of any and all hours worked during Executiveof the company’s term obligations to Employee of employment with any type whatsoever, whether oral or in writing, including, without limitation, any claims or obligations pursuant to the CompanyEmployment Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has not divulged any proprietary or confidential information of The Pantry and will continue to maintain the confidentiality of such information consistent with The Pantry’s policies and Employee’s agreement(s) with The Pantry and/or common law. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by The Pantry or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee affirms that all of the CompanyThe Pantry’s decisions regarding the Employee's pay and benefits through the date of Executive’s Employee's execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Pantry Inc)

Acknowledgments and Affirmations. 2.1. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against any Company Released Party. Employee also represents and warrants that there has been no assignment or other transfer of any interest in any claim by Employee that is covered by the release set forth in Section 1. 2.2. Employee affirms that (a) Executive affirms that Executive except for the benefits referred to in Section 1.2(b) above, Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are considered earned and therefore due and payable as of employment with the Company. Executive affirms that Executive date Employee signs this Agreement; (b) Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. ; (bc) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. ; (d) Executive affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. ; (e) Executive affirms that Executive does Employee has not have been prohibited, restricted or otherwise interfered with by any current charge, claim, or lawsuit against one or more Company Released Party from communicating with any Governmental Agency as described in Section 1.3 above; and (f) all of the Released Persons pending before any local, state, or federal agency or court Company’s decisions regarding ExecutiveEmployee’s employment pay and benefits through the termination date of ExecutiveEmployee’s employment. Executive understands that nothing in execution of this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were, to Employee’s knowledge, not discriminatory based on age, sex, race, national origin, religion, sexual orientation, disability, veteran status or any other federal, state, classification protected by law. 2.3. Employee affirms and agrees that Employee has not divulged any proprietary or local agency charged confidential information of the Company and will continue to maintain the confidentiality of such information consistent with the enforcement of any employment Company’s policies and Employee’s agreement(s) with the Company and/or common law. Employee hereby represents and warrants that he or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on she has not breached any of his or her obligations under Section 4 of the claims Executive has releasedProgram and hereby ratifies and affirms such obligations, which shall continue in full force and effect in accordance with their terms. Executive also Employee understands and agrees that if Executive files such a charge or complaintupon any violation of the provisions of Section 4 of the Program, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against payment or benefits under the Released Persons. Executive certifies that Executive is not a party Program shall immediately stop and Employee shall be obligated to return to the Company any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability amounts previously paid to waive all claims Executive may have against Employee under the Released PersonsProgram.

Appears in 1 contract

Samples: Resignation Agreement (Welltower Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against the Company. Employee also affirms that if Employee was classified as non-exempt from overtime laws, that Employee has reported all hours worked as of the date Employee signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement. Employee also affirms that Employee has been paid for all hours worked during Executiveof Employee’s term of employment with accrued, unused vacation, paid time off and personal days. Employee further affirms that Employee has been reimbursed for all expenses Employee incurred in performing Employee’s duties or in following the Company’s directions. Executive Employee affirms that Executive the Company has been granted any made available all leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive . Employee also affirms that Executive Employee has not divulged any Personal Health Information (“PHI”), proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with HIPAA, the Company’s policies, policies and Employee’s agreement(s) with the Employment Agreement, Company and/or common law. (d) Executive . If Employee placed any PHI or confidential or proprietary information on Employee’s personal computer, phone, or electronic data storage device which was not returned to the Company, Employee will tender the device to the Company for removal of the information. Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive . Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more all of Company’s decisions regarding Employee's pay and benefits through the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination date of Executive’s employment. Executive understands that nothing in Employee's execution of this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other federal, state, or local agency charged with classification protected by law. Employee affirms that all of Company’s decisions regarding Employee's pay and benefits through the enforcement date of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is Employee's Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementother classification protected by law. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Severance Agreement (MusclePharm Corp)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, and is not presently a party to, any claim, charge, action or other legal proceeding against Releasees in any forum or form as of the date of execution of this Agreement. Employee affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee affirms that Employee has returned all of Innodata’s property, documents, and/or confidential information in Employee’s possession or control. Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at Innodata’s premises and that Innodata is not in possession of any of Employee’s property. Employee affirms that Employee has not divulged any proprietary or confidential information of Innodata, its affiliates, subsidiaries or clients and will continue to maintain the confidentiality of such information consistent with Innodata’s policies and Employee’s agreement(s) with Innodata and/or common law. Employee further affirms that Employee has provided Innodata with a list of all user names and passwords used by Employee in connection with Employee performing services for Innodata. Employee further affirms that (i) Employee has not been retaliated against for reporting any allegations of wrongdoing by Innodata, its officers, or any other Releasee identified in this Agreement, including any allegations of corporate fraud; and (ii) to Employee’s knowledge Employee is not presently aware of any wrongdoing or alleged wrongdoing by Innodata, its officers, or any other Releasee identified in this Agreement, including with respect to corporate fraud. Employee affirms that all of the CompanyInnodata’s decisions regarding the Employee's pay and benefits through the date of Executive’s execution of this Agreement Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Innodata Inc)

Acknowledgments and Affirmations. 2.1. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against any Company Released Party. Employee also represents and warrants that there has been no assignment or other transfer of any interest in any claim by Employee that is covered by the release set forth in Section 1. 2.2. Employee affirms that (a) Executive affirms that Executive except for the benefits referred to in Section 1.2(b) above, Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are considered earned and therefore due and payable as of employment with the Company. Executive affirms that Executive date Employee signs this Agreement; (b) Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. ; (bc) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. ; (d) Executive affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. ; (e) Executive affirms that Executive does Employee has not have been prohibited, restricted or otherwise interfered with by any current charge, claim, or lawsuit against one or more Company Released Party from communicating with any Governmental Agency as described in Section 1.3 above; and (f) all of the Released Persons pending before any local, state, or federal agency or court Company’s decisions regarding ExecutiveEmployee’s employment pay and benefits through the termination date of ExecutiveEmployee’s employment. Executive understands that nothing in execution of this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were, to Employee’s knowledge, not discriminatory based on age, sex, race, national origin, religion, sexual orientation, disability, veteran status or any other federal, state, classification protected by law. 2.3. Employee affirms and agrees that Employee has not divulged any proprietary or local agency charged confidential information of the Company and will continue to maintain the confidentiality of such information consistent with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery Company’s policies and Employee’s agreement(s) with the Company and/or common law. Employee hereby represents and warrants that is based on he has not breached any of his obligations under Section 4 of the claims Executive has releasedPrograms and hereby ratifies and affirms such obligations, which shall continue in full force and effect in accordance with their terms. Executive also Employee understands and agrees that if Executive files such a charge or complaintupon any violation of the provisions of Section 4 of the Programs, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against payment or benefits under the Released Persons. Executive certifies that Executive is not a party Programs shall immediately stop and Employee shall be obligated to return to the Company any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability amounts previously paid to waive all claims Executive may have against Employee under the Released PersonsProgram.

Appears in 1 contract

Samples: Settlement Agreement (Welltower Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Releasees. Employee also affirms that, except as expressly provided herein, Employee has been paid and/or has received all compensation, wages, bonuses, severance, commissions, incentive compensation and/or benefits that are due and payable to which Executive may be entitled for all hours worked during Executive’s term Employee under the terms of employment with the Companyany agreement, policy, practice, program or plan. Executive Employee affirms that Executive Employee has been granted any leave all leaves to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive . Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreementany agreement signed by Employee, including, if applicable, any proprietary information and inventions agreement, which is expressly incorporated herein by reference, and/or common law. (d) Executive . Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive . Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more all of the Released Persons pending before any localCompany’s decisions regarding Employee’s pay and benefits through the Transition Date were not discriminatory based on age, statedisability, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission race, color, sex, religion, national origin or any other federalclassification protected by law. Employee agrees that, stateafter the Transition Date, he will not represent himself as being an employee, officer, attorney, agent or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any representative of the claims Executive has releasedCompany for any purpose. Executive also understands that if Executive files such a charge or complaintWithout limiting the foregoing, Executive has, as part of this Agreement, waived Executive’s right Employee specifically agrees to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives update any and all claims Executive may have against social media accounts the Released PersonsEmployee accesses, uses or maintains to reflect the fact that the Employee is no longer employed by the Company within sixty (60) days of the Transition Date. Executive certifies that Executive is For purposes of this paragraph, social media accounts include but are not a party limited to any bankruptcyFacebook, lienLinkedIn, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released PersonsTwitter and Four Square.

Appears in 1 contract

Samples: Garden Leave and General Release Agreement (KAMAN Corp)

Acknowledgments and Affirmations. (a) Executive Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged unlawful conduct. (b) Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. (c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term of employment with the Companyemployment. Executive Employee further affirms that Executive Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (bd) Executive Employee further affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. . Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (da) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. is made (ei) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing confidence to a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with government official, either directly or indirectly, or to an attorney; and (ii) solely for the enforcement purpose of any employment reporting or labor lawsinvestigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, although by signing this Agreement, Executive if such filing is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementmade under seal. (f) Executive affirms that at the time of considering Employee and Employer acknowledge Employee’s rights to make truthful statements or executing this Agreementdisclosures required by law, Executive was not affected or impaired by illness, use of alcohol, drugsregulation, or other substances legal process and to request or otherwise impaired. Executive is competent to execute receive confidential legal advice, and nothing in this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party shall be deemed to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsthose rights.

Appears in 1 contract

Samples: Separation Agreement (BigBear.ai Holdings, Inc.)

Acknowledgments and Affirmations. (a) a. The Executive hereby confirms the termination of his employment with the Company and resigns from all positions and offices with the Company and each of its subsidiaries and affiliates, including from the Board of Trustees of Americold Realty Trust, and the board of trustees or directors of any subsidiaries of the Company, as applicable, in each case, to take effect on [__]. In so doing, the Executive understands and agrees that he shall no longer represent, or hold himself out as representing, the Company or any of its affiliates at any industry groups, professional associations or any of their respective boards or governing bodies and shall promptly resign from such bodies to the extent his membership, directorship or affiliation was obtained as a result of his service to or as a representative of the Company or any of its affiliates b. Executive affirms that Executive has not filed or caused to be filed and is not a party to any claim, complaint, or action against any of the Released Parties in any forum or form. c. Executive also affirms that Executive has reported all hours worked as of the date Executive executes this Severance Agreement and has been paid and/or or has received all compensation, wages, bonuses, commissions, and/or commissions and benefits to which Executive may be entitled for all hours worked during and that no other compensation, wages, bonuses, commissions or benefits are due to Executive’s term of employment with the Company. d. Executive further affirms that Executive has no known workplace injuries or occupational diseases. Executive also affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. . e. Executive also affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its officers, directors, trustees, or associates including, but not limited to, allegations of corporate fraud. f. Executive further affirms that all of the Company’s decisions regarding the Executive’s pay and benefits through the date of Executive’s execution of this Severance Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) g. Executive affirms acknowledges that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information provision of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federalAgreement between Executive and the Company shall be construed to prohibit or otherwise restrict Executive from lawfully reporting waste, statefraud, or local abuse to a designated investigative or law enforcement representative of a federal department or agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right authorized to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementsuch information. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Employment Agreement (Americold Realty Trust)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. Employee affirms that Employee has reported all hours worked as of the date Employee signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement, and Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term of employment with the Companyemployment. Executive Employee further affirms that Executive Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment for any period up to and including the date Employee signs this Agreement. Employee affirms that Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive Employee affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known or unreported workplace injuries or occupational diseases. (c) Executive . Employee affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policiespolicies and Employee’s agreement(s) with Employer and/or common law, the including but not limited to those contained in Section 7 of that certain Employment Agreement, and/or common effective as of September 5, 2017, as such agreement may have been amended (the “Confidentiality Agreement”). Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. ; or (db) Executive is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee affirms that Executive Employee has not been retaliated against for reporting reported internally to Employer any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. (e) Executive affirms , and Employee has not been retaliated against for reporting or objecting to any such allegations internally to Employer. Employee agrees to reasonably cooperate with Employer in regard to the transition of business matters handled by Employee during Employee’s employment with Employer and in regard to any litigation brought by or against Employer. Employee agrees to refrain from making statements that Executive does not have any current charge, claimare maliciously disparaging or defamatory about Releasees, or lawsuit against one or more of the Released Persons pending before any localReleasees’ customers, statesuppliers, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federalvendors, stateincluding but not limited to communications on social media websites such as Facebook, Twitter, LinkedIn, or local agency charged with the enforcement of any employment Glassdoor on blogs, by text or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, email or other substances or otherwise impairedelectronic means. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against Employee shall not apply in the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsfuture for employment with Employer.

Appears in 1 contract

Samples: Separation Agreement and General Release (Photronics Inc)

Acknowledgments and Affirmations. (a) Executive Employee hereby acknowledges and affirms that Executive the following: a. Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Company. Executive affirms that Executive date Employee signs this Agreement. b. Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related under similar state or local leave or disability accommodation laws. c. Employee has no known unreported workplace injuries or occupational diseases. d. Employee has not divulged any proprietary or confidential information of BioTelemetry and will continue to maintain the confidentiality of such information consistent with BioTelemetry’s policies and Employee’s agreement(s) with BioTelemetry and/or common law, which agreement(s) specifically survive and will remain in full force and effect after Employee’s separation from employment. e. Employee has not been retaliated against for reporting any allegations of wrongdoing by BioTelemetry or its officers, including any allegations of corporate fraud. f. Employee agrees to avoid making disparaging remarks or taking any action now, and at any time in the future, which could be considered detrimental or harmful to Employer and its business. Executive Employee shall not make any negative or derogatory statements in verbal, written, electronic or any other form about Employer, or any of its officers, directors, and employees including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the internet. g. Employee affirms that all of the CompanyEmployer’s decisions regarding the Employee’s pay and benefits through the date of ExecutiveEmployee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms h. Both parties agree that Executive has reference requests and employment inquiries made on Employee’s behalf will include providing only Employee’s dates of employment, job title, and job location, and Employer will provide no known workplace injuries further or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential additional information in response to inquiries by prospective employers. All such inquiries should be directed to Xxx Xxxxx, Senior Vice President of the Company or any Human Resources. The terms of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or shall be kept confidential, and Employer will not hereafter disclose any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute information concerning this Agreement in connection with any reference request and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executiveemployment inquiries made on Employee’s right or ability to waive all claims Executive may have against the Released Personsbehalf.

Appears in 1 contract

Samples: Employment Agreement (Biotelemetry, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee shall not apply in the future for employment with Employer because of, among other things, irreconcilable differences with Employer. Employee affirms that all of the Company’s Employer's decisions regarding the Employee's pay and benefits through the date of Executive’s Employee's execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: General Release Agreement (Cleveland Biolabs Inc)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. b. Employee affirms Employee has been paid and/or has received all compensation, wages, bonuses, commissions, commissions and/or benefits to which Executive Employee may be entitled as of the Separation Date, except for a payout of all hours worked during Executiveaccrued but unused PTO, which shall be paid to Employee in a lump sum within twenty-eight (28) calendar days following Employee’s term of employment with the CompanySeparation Date. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee affirms that all of the Company’s decisions regarding the Employee’s pay and benefits through the date of ExecutiveEmployee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, sexual orientation, gender identity, religion, national origin, protected veteran status or any other classification protected by law. (b) Executive c. Employee affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive d. Employee affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (d) Executive e. Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. (e) Executive f. Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive Employee is not a party Medicare or Medicaid beneficiary as of the date of this Agreement and, therefore, no conditional payments have been made by Medicare or Medicaid. g. Employee affirms that until the Separation Date, Employee was responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Company and is unaware of any material weakness in such controls and procedures that should be brought to the attention of the Board of Directors of the Company or any bankruptcycommittee thereof. Nor is Employee aware of any material misstatement of the Company's annual or interim financial statements or any inappropriate accounting entries, lienincluding any entries that accelerate revenue into the current period, creditor-debtordefer expenses into a subsequent period, or other proceedings capitalize costs that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsshould be expensed.

Appears in 1 contract

Samples: General Release and Waiver (Vitamin Shoppe, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against any Releasee. Employee also represents and warrants that there has been no assignment or other transfer of any interest in any claim by Employee that is covered by the release set forth in Section 4(a). Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive . Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, policies and Employee’s agreement(s) with the Employment Agreement, Company and/or common law. (d) Executive . Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive . Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more all of the Released Persons pending before any local, state, or federal agency or court Company’s decisions regarding ExecutiveEmployee’s employment pay and benefits through the termination date of ExecutiveEmployee’s employment. Executive understands that nothing in execution of this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other federalclassification protected by law. The Parties have previously entered into an indemnification agreement for the benefit of Executive, stateeffective February 14, 2005 (the “Indemnification Agreement”), a copy of which has previously been provided to Executive. The Company affirms that it will continue to comply with its obligations under the Indemnification Agreement, and acknowledges and agrees that any such indemnification obligations shall cover the Employee’s consulting services provided to, or local agency charged with on behalf of, the enforcement Company following the Retirement Date. For avoidance of any employment or labor lawsdoubt, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part no provisions of this AgreementAgreement shall be construed as a waiver, waived Executive’s right modification or reduction of Employee's rights to receive exculpation, insurance, indemnification or any remuneration beyond what Executive receives pursuant to expense reimbursement or advancement as provided under the Employment Indemnification Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Executive Retirement Agreement (Health Care Reit Inc /De/)

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Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive he has not filed, caused to be filed, and presently is not a party to any claim filed against the Employer and has released any and all claims not explicitly preserved hereunder; b. Employee affirms he has no known workplace injuries, diseases or occupational illnesses and further affirms that he is unaware of any facts that could be the basis for a claim of discrimination against the Employer; c. Employee also affirms that upon receipt of the consideration and amounts to be paid or provided to Employee as provided under Paragraph 3 hereof, he will have been paid and/or has have received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executivebased on services performed and Employee’s term execution of employment with the Companythis Agreement, subject to terms of this Agreement. Executive Employee affirms that Executive he has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms ; d. Both Employer and Employee acknowledge that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were does not discriminatory based on agelimit either party’s right, disabilitywhere applicable, raceto file or participate in an investigative proceeding, color, sex, religion, national origin, or any other classification protected to the extent permitted by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of , before the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission providing that Employee shall not be entitled to recover any individual monetary relief or other individual remedies; e. In the event that any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although claim is made by signing this Agreement, Executive is giving up any right to monetary recovery Employee that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired barred by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly any remedy is provided upon such a claim by Employee, all monies paid to Employee pursuant to Paragraph 3.a.(1) and voluntarily waives (4) and Paragraph 3.c. hereof shall be a set-off against and shall be used to satisfy any relief or recovery award to Employee, and all if Employee files any claim of any kind whatsoever, not explicitly preserved by Employee under this Agreement (excluding cross, counter or similar claims Executive that he may have against the Released Persons. Executive certifies that Executive is not a party bring in response to any bankruptcyclaim brought against him by Getty), lienhe shall return all of the consideration paid under Paragraph 3.a.(1) and (4) and Paragraph 3.c. above and shall pay the reasonable cost of the legal fees incurred by Employer to defend that action, creditor-debtorsubject to applicable law; and, f. Employee affirms that he has returned all of Employer’s property and equipment (except the computer, monitors and printer provided to him by the Company that he has been allowed to retain) and has no knowledge that he has any original or copies of any Company documents and information, regardless of the form, and agrees to return such documents and information, or other proceedings forward to the xxxxx@xxxxxxxxxxx.xxx e-mail account any e-mails regarding Company business received or sent from any e-mail account under his control that would impair Executivehave not been deleted, if he finds any in his possession and will thereafter purge any Company data stored in any electronic form in his possession prior to the end of the Revocation Period. g. Employee affirms and agrees that, except as otherwise authorized by the CEO or his designee, he has terminated his access to and privileges with respect to all of the Employer’s right written and electronic records, files, and systems, including but not limited to computer systems, data bases, operating files and systems, corporate, financial, accounting, or ability real estate records and files, and email systems and accounts, and has transferred to waive the CEO or his designee, all claims Executive may have against passwords, administrator rights or privileges, access to and operational control over, all such records, files and systems, in a manner that protects the Released Personsintegrity and confidentiality thereof and does not result in any disruption of the operations of the Company and the Company’s maintenance of and access to such records, files and systems.

Appears in 1 contract

Samples: Severance Agreement (Getty Realty Corp /Md/)

Acknowledgments and Affirmations. (a) Executive Employee acknowledges and affirms that Executive that: a. Employee has not filed, caused to be filed, and is not currently a party to, any claim against Employer. b. Other than for days worked between the pay cycle during which Employee executes this Separation Agreement and the pay cycle in which the Separation Date falls and monies which are promised pursuant to this Separation Agreement, Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled, except for any vested benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended under any retirement plan(s) of Employer, to which Employee may be entitled for all hours worked during Executive’s term of employment with in the Company. Executive affirms that Executive future. c. Employee has been granted and received any and all time off and leaves of absence (paid or unpaid) to which Employee may have been entitled during Employee’s employment, including but not limited to any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related federal, state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive d. Employee has no known workplace injuries or occupational diseasesdiseases that Employee has not already reported to Employer or Employer’s Workers’ Compensation insurance carrier. (c) Executive affirms that Executive e. Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (d) Executive affirms that Executive f. Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraudfraud or misconduct. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more g. Employee’s waiver of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment rights and the termination claims as herein provided is in exchange for payments and consideration in addition to anything of Executive’s employment. Executive understands that nothing in value to which Employee is already entitled. h. Employee knowingly and voluntarily executes this Separation Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged after having been provided with the enforcement opportunity to consult with an attorney prior to executing this Separation Agreement and without being coerced, pressured or influenced by any statement or representation or omission of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based person acting on any behalf of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment AgreementEmployer. (f) Executive affirms that at i. At the time of considering or executing this Separation Agreement, Executive Employee was not affected or impaired by illness, use of alcohol, drugs, drugs or other substances or otherwise impaired. Executive Employee is competent to execute this Agreement and knowingly and voluntarily waives any and all Separation Agreement, including the release of claims Executive may have against the Released Personscontained herein. Executive certifies that Executive Employee is not a party to any bankruptcy, lien, creditor-debtor, debtor or other proceedings that which would impair ExecutiveEmployee’s right or ability to waive all claims Executive Employee may have against the Released PersonsEmployer.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (SELLAS Life Sciences Group, Inc.)

Acknowledgments and Affirmations. (a) Executive affirms that he has not filed, caused to be filed, or presently is a party to any claim or lawsuit against the Company. a. Executive has also affirms that he been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which are due and payable as of the date Executive may be entitled for all hours worked during Executive’s term of employment with the Companysigns this Agreement. Executive affirms that Executive has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. . b. Executive further affirms that Executive has no known workplace injuries or occupational diseases arising from his employment with Cvent. c. Executive affirms that he has not divulged any proprietary or confidential information of the Company and will continue to maintain the confidentiality of such information consistent with the Company’s policies and his agreements with the Company and/or common law. d. Executive affirms that he has complied in all material respects with the Executive Non-Disclosure, Invention, Non-Competition and Non-Solicitation Agreement dated as of October 10, 2012 and he intends to continue to comply with such agreement pursuant to its terms. e. Executive affirms that he has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of fraud. f. Executive affirms that all of the Company’s decisions regarding the his pay and benefits through the date of Executive’s his execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) g. Executive affirms that Executive he has no known workplace injuries or occupational diseaseshad the opportunity to seek such legal, financial and other advice and representation as he has deemed appropriate in connection with this Agreement. (c) h. Executive affirms that Executive has not divulged any proprietary or confidential information as of his final day with the Company or any he has returned all of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policiesproperty, the Employment Agreementdocuments, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company confidential information in his possession or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has releasedcontrol. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that he is in possession of all of his property that he had at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement Company’s premises and knowingly and voluntarily waives any and all claims Executive may have against that the Released Persons. Executive certifies that Executive Company is not a party to in possession of any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsof his property.

Appears in 1 contract

Samples: Executive Transition Agreement (Cvent Inc)

Acknowledgments and Affirmations. (a) Executive Employee also affirms that Executive Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may are due and payable as of the date Employee signs this Agreement. Employee further affirms that because Employee will not be employed by the Company through the end of fiscal-year 2016, Employee will not be entitled for all hours worked during Executive’s term of employment with the Companyto any compensation, bonuses and/or benefits under any Annual Bonus Performance Unit Award Agreement between Employer and Employee. Executive Employee also affirms that Executive under the Methode Electronics, Inc. 2010 Stock Plan, (i) any vested stock options must be exercised within three months of the Separation Date or are forfeited, and (ii) any unvested stock options outstanding as of the Separation Date are immediately forfeited. Employee affirms and agrees that he herby resigns from any and all director and/or officer positions he holds with any subsidiary companies owned or controlled by Employer. Employee affirms that Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee shall not apply in the future for employment with Employer because of, among other things, irreconcilable differences with Employer. Employee affirms that all of the Company’s Employer's decisions regarding the Employee's pay and benefits through the date of Executive’s execution of this Agreement Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: General Release Agreement (Methode Electronics Inc)

Acknowledgments and Affirmations. (a) Executive Employee acknowledges and affirms that Executive that: a. Employee has not filed, caused to be filed, and is not currently a party to, any claim against Employer or the Releasees. b. Other than for days worked in the present pay cycle in which the Separation Date falls, and monies which are promised pursuant to this Separation Agreement, Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled, except for any vested benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended under any retirement plan(s) of Employer, to which Employee may be entitled for all hours worked during Executive’s term of employment with to in the Company. Executive affirms that Executive future. c. Employee has been granted and received any and all time off and leaves of absence (paid or unpaid) to which Employee may have been entitled during Employee’s employment, including but not limited to any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related federal, state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive d. Employee has no known workplace injuries or occupational diseasesdiseases that Employee has not already reported to Employer or Employer’s Workers’ Compensation insurance carrier. (c) Executive affirms that Executive e. Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (d) Executive affirms that Executive has not been retaliated against f. Employee’s waiver of rights and claims as herein provided is in exchange for reporting any allegations payments and consideration in addition to anything of wrongdoing by the Company or its officers, including any allegations of corporate fraudvalue to which Employee is already entitled. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment g. Employee knowingly and the termination of Executive’s employment. Executive understands that nothing in voluntarily executes this Separation Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged after having been provided with the enforcement opportunity to consult with an attorney prior to executing this Separation Agreement and without being coerced, pressured or influenced by any statement or representation or omission of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based person acting on any behalf of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment AgreementEmployer. (f) Executive affirms that at h. At the time of considering or executing this Separation Agreement, Executive Employee was not affected or impaired by illness, use of alcohol, drugs, drugs or other substances or otherwise impaired. Executive Employee is competent to execute this Agreement and knowingly and voluntarily waives any and all Separation Agreement, including the release of claims Executive may have against the Released Personscontained herein. Executive certifies that Executive Employee is not a party to any bankruptcy, lien, creditor-debtor, debtor or other proceedings that which would impair ExecutiveEmployee’s right or ability to waive all claims Executive Employee may have against the Released PersonsEmployer.

Appears in 1 contract

Samples: Separation Agreement (SELLAS Life Sciences Group, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against any Company Released Party. Employee also represents and warrants that there has been no assignment or other transfer of any interest in any claim by Employee that is covered by the release set forth in Paragraph 5(a). Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (c) Executive . Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, policies and Employee’s agreement(s) with the Employment Agreement, Company and/or common law. (d) Executive . Employee hereby represents and warrants he has not breached any of his obligations under Section 9 of his Employment Agreement. Employee further affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive . Employee affirms that Executive does not have any current charge, claim, or lawsuit against one or more all of the Released Persons pending before any local, state, or federal agency or court Company’s decisions regarding ExecutiveEmployee’s employment pay and benefits through the termination date of ExecutiveEmployee’s employment. Executive understands that nothing in execution of this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although classification protected by signing this Agreement, Executive is giving up any right to monetary recovery that is based on law. Employee hereby represents and warrants he has not breached any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part his obligations under Section 10 of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the his Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Executive Retirement Agreement (Welltower Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, nor caused to be filed, nor is Employee presently a party to, any claim, complaint or action against Employer in any legal or administrative forum. (b) Employee affirms that Employee has reported all hours worked as of the date Employee signed this Agreement and has been paid for and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Company. Executive entitled. (c) Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms , and that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on agethere has been no retaliation as a result of, disability, race, color, sex, religion, national origininterference with, or any other classification protected by lawrestraint of Employee’s use of such leave. (bd) Executive Employee affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive Employee affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (df) Executive Employee affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. (eg) Executive affirms Employee acknowledges and agrees that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment he will resign all public and the termination of Executive’s employment. Executive understands that nothing private director/officer positions he holds in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission Employer or any other federalrelated or affiliated corporations or business entities, stateincluding but not limited to any positions held with TerreStar Networks Inc., or local agency charged with the enforcement of any employment or labor lawsTerreStar Corporation, although by signing this AgreementMotient Corporation, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaintTerreStar Networks Holdings (Canada) Inc., Executive hasTerreStar Networks (Canada) Inc., TerreStar Global Ltd., their parents, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns. (h) Since, as part of Employee’s employment, Employee had access to information of a nature not generally disclosed to the public, Employee acknowledges and affirms that Employee will keep confidential and not disclose to anyone, the business, proprietary, and trade secret information of Employer in Employee’s possession, as well as the personal, confidential, or otherwise proprietary information regarding Employer’s employees, and personnel practices and related matters. This obligation is understood to be in addition to any agreements Employee signed with Employer concerning confidentiality and non-disclosure, non-competition, non-solicitation, and assignment of inventions or other intellectual property developments, which agreements will remain in full force and effect. Employee expressly acknowledges and agrees that the obligations imposed on Employee in the sections of the Employment Agreement captioned “Company Property”, “Non-Competition; Non-Solicitation”, “Protection of Company Property”, “Intellectual Property”, “Publicity”, “Non-Disparagement” and “Arbitration” (Sections 6, 7, 8, 9, 13, 14 and 21, respectively) remain in full force and effect subsequent to the effective date of Employee’s separation from service and Employee’s execution of this Agreement. Employer acknowledges that the obligations imposed on it under the “Arbitration” and “Indemnification” sections of the Employment Agreement (Sections 21 and 22, waived Executiverespectively) remain in full force and effect subsequent to the effective date of Employee’s right separation from service and Employer’s execution of this Agreement. (i) Employee affirms and agrees that Employee will not take, copy, use or distribute in any form or manner documents or information that Employer deems proprietary, including, but not limited to, trade secrets, research and development materials, lists of customers or potential customers, financial information, business and strategic plans, software programs and codes, access codes, and other similar materials or information. (j) Both parties acknowledge that this Agreement does not limit either party’s right, where applicable, to receive file or participate in an investigative proceeding of any remuneration beyond what Executive receives federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee further agrees that Employee will not provide information or testimony in any court action against Employer except pursuant to a lawful subpoena or other valid legal process and that Employee will notify Employer of any subpoena or informal request to testify in Court that Employee receives within 3 business days after Employee’s receipt of such subpoena or informal request. (k) Both parties acknowledge and affirm that Employee’s separation from service did not arise in the context of a “Change of Control” as that term is defined in the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: General Release Agreement (Terrestar Corp)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, nor caused to be filed, nor is Employee presently a party to, or a witness in connection with, any claim, complaint or action against Releasees in any legal or administrative forum. Employee affirms that Employee has been paid for and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions or benefits are due to Employee. Employee affirms that all hours worked during Executiveof Company’s term decisions regarding Employee's pay and benefits through the date of Employee's separation of employment with the Companywere not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. Executive Employee affirms that Executive Employee has no known workplace injuries or occupational diseases and that Employee has been granted or has not been denied any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Company and/or common law. (d) Executive . Employee affirms that Executive Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms . Both Parties acknowledge that Executive this Separation Agreement does not have any current chargelimit either party’s right, claimwhere applicable, to file or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating participate in an investigation or investigative proceeding conducted by the Equal Employment Opportunity Commission or of any other federal, state, state or local agency charged with governmental agency. To the enforcement of any employment or labor lawsextent permitted by law, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands Employee agrees that if Executive files such a charge or complaintan administrative claim is made, Executive has, as part of this Agreement, waived Executive’s right Employee shall not be entitled to receive recover any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, individual monetary relief or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsindividual remedies.

Appears in 1 contract

Samples: Separation Agreement (Health Care Reit Inc /De/)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has been paid and/or has received all compensationnot filed, wagescaused to be filed, bonuses, commissions, and/or benefits or presently is a party to which Executive may be entitled for all hours worked during Executive’s term of employment with the Companyany claim against Employer. Executive Employee further affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws, and that Employee has no known workplace injuries or occupational diseases. Executive Employee also affirms that all Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the Company’s decisions regarding the pay confidentiality of such 4 Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud. Employee and benefits through the date of Executive’s execution of this Agreement Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms . Employee further acknowledges that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive Employee has not divulged relied on any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policiesrepresentations, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claimpromises, or lawsuit against one agreements of any kind made to Employee in connection with 6. Limited Disclosure and Return of Property. Employee agrees not to disclose any information regarding the underlying facts leading up to or more the existence or substance of the Released Persons pending before any local, state, or federal agency or court this Employee chooses to consult regarding Executive’s employment and the termination consideration of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or and/or to any other federal, state, or local agency charged with government agency. Employee affirms that just prior to executing the enforcement Termination Certification on or after the Separation Date, Employee shall deliver to Employer: laptop and all other electronic equipment (including passwords to access such property) issued to Employee by Employer; and all of Employer's other property, confidential business information, and documents and information of any employment or labor lawskind created, although by signing this Agreementdisseminated, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugspromulgated, or otherwise belonging to Employer in custody or control, including any originals or copies of Employer's documents or materials (other substances than documents or otherwise impairedmaterials involving benefit information), including electronic copies, whether or not such documents or materials were drafted by Employee or contain confidential or proprietary or non-public information. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.5

Appears in 1 contract

Samples: General Release Agreement (Krispy Kreme, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged unlawful conduct. (b) Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against the Company. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. (c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits to which Executive may be entitled are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term of employment with the Companyemployment. Executive Employee further affirms that Executive Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (bd) Executive Employee further affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, policies and Employee’s agreement(s) with the Employment Agreement, Company and/or common law. . Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (da) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. is made (ei) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing confidence to a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with government official, either directly or indirectly, or to an attorney; and (ii) solely for the enforcement purpose of any employment reporting or labor lawsinvestigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against the Company for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, although by signing this Agreement, Executive if such filing is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementmade under seal. (f) Executive affirms that at Employee and the time of considering Company acknowledge Employee’s rights to make truthful statements or executing this Agreementdisclosures required by law, Executive was not affected or impaired by illness, use of alcohol, drugsregulation, or other substances legal process and to request or otherwise impaired. Executive is competent to execute receive confidential legal advice, and nothing in this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party shall be deemed to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsthose rights.

Appears in 1 contract

Samples: Separation Agreement (BigBear.ai Holdings, Inc.)

Acknowledgments and Affirmations. (a) Executive The Consultant affirms that Executive he has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s his term of employment with the Company. Executive The Consultant affirms that Executive he has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive The Consultant affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executivethe Consultant’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive The Consultant affirms that Executive he has no known workplace injuries or occupational diseases. (c) Executive The Consultant affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive he has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (ed) Executive The Consultant affirms that Executive he does not have any current charge, claim, claim or lawsuit against one or more of the Released Persons Company Parties pending before any local, state, state or federal agency or court regarding Executive’s his employment and the termination of Executive’s his employment. Executive The Consultant understands that nothing in this Agreement prevents Executive him from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”) or any other federal, state, state or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive Agreement the Consultant is giving up any right to monetary recovery that is based on any of the claims Executive he has released. Executive The Consultant also understands that if Executive he files such a charge or complaint, Executive he has, as part of this Agreement, waived Executive’s his right to receive any remuneration benefits beyond what Executive Consultant receives pursuant to the Employment Separation Agreement. (fe) Executive The Consultant affirms that at the time of considering or executing this Agreement, Executive the Consultant was not affected or impaired by illness, use of alcohol, drugs, drugs or other substances or otherwise impaired. Executive The Consultant is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive he may have against the Released PersonsCompany Parties. Executive The Consultant certifies that Executive he is not a party to any bankruptcy, lien, creditor-debtor, debtor or other proceedings that which would impair Executive’s his right or ability to waive all claims Executive he may have against the Released PersonsCompany Parties.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Bankrate, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against the Company. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has not divulged any proprietary or confidential information of the Company and shall continue to maintain the confidentiality of such information consistent with the Company’s policies and Employee’s agreement(s) with the Company and/or common law. Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act: (i) no individual shall be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public, and, (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the 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 as permitted by court order. Employee shall not apply in the future for employment with the Company because of, among other things, irreconcilable differences with the Company. Employee affirms that all of the Company’s decisions regarding the Employee's pay and benefits through the date of Executive’s Employee's execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. . (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Transition and Separation Agreement (Verisk Analytics, Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against The Company. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term are due and payable as of employment with the Companydate Employee signs this Agreement. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee will not make any defamatory or maliciously disparaging comments, whether oral or written, about The Company, its officers, directors, employees, agents or its products, services or business. Employee further affirms that Employee has no known workplace injuries or occupational diseases that have not been previously reported to The Company. Employee acknowledges and agrees that Employee remains bound by any legal obligations contained in the Non-Competition, Non-Solicitation and/or Confidentiality Agreement with the Company, executed on March 12, 2001. Employee also affirms that Employee has not divulged any proprietary or confidential information of The Company and will continue to maintain the confidentiality of such information consistent with The Company’s policies and Employee’s agreement(s) with The Company and/or common law. Employee affirms that during the term of employment, Employee has had access to and has become familiar with various trade secrets and other confidential and proprietary business information of the Company. Employee agrees that the Company has taken reasonable steps to preserve the confidentiality of these trade secrets and other confidential and proprietary information. Employee agrees not to disclose, directly or indirectly, or use in any way, any such trade secrets or other confidential or proprietary business information. Employee also agrees that Employee has not taken with Employee originals or copies of any Company information, its trade secrets and other confidential or proprietary business information. By signing this Agreement, Employee acknowledges that Employee is aware that it is The Company’s policy that all employees immediately report to their supervisor, other management personnel, or the appropriate state and federal authorities, any activity that is, was, or may be in violation of state or federal laws or Company policies and procedures. Employee hereby represents that sufficient opportunities were made available to Employee to make such report(s), and that Employee has not witnessed any activity in violation of federal or state laws or Company policies. Employee affirms that all of the The Company’s decisions regarding the Employee’s pay and benefits through the date of ExecutiveEmployee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Meridian Bioscience Inc)

Acknowledgments and Affirmations. (a) a. Executive affirms that she has not filed, caused to be filed, or presently is a party to any claim against Releasees. b. Executive also affirms that, as of her execution of this Supplemental Release, she has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive she may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive affirms that Executive she has been granted any leave to which Executive she was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the her pay and benefits through the date of Executive’s her execution of this Agreement Supplemental Release were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) c. Executive further affirms that Executive she has no known workplace injuries or occupational diseases. (c) d. Executive affirms that Executive she has not divulged any proprietary or confidential information of the Company or any of its affiliates Releasees and will continue to maintain the confidentiality of such information consistent with the Company’s Releasees’ policies, the Employment Agreement, Agreement and/or common law. (d) e. Executive further affirms that Executive she has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officersReleasees, including any allegations of corporate fraud. Both the Company and Executive acknowledge that this Supplemental Release does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. (e) f. Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more she is responsible for all taxes that may become due and owing as a result of the Released Persons pending before any local, state, or federal agency or court regarding payment set forth in Paragraph 2 of the Agreement. g. Nothing in this Agreement shall affect Executive’s employment vested benefits under existing benefits plans and programs in place as of the termination last day of Executive’s employment. Executive understands that nothing is vested and entitled to all equity awards granted in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged accordance with the enforcement of any employment or labor lawsNorthfield Bancorp, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment AgreementInc. 2008 Equity Incentive Plan. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that h. Executive is not a party entitled to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against payment under the Released Persons2012 Management Cash Incentive Plan.

Appears in 1 contract

Samples: General Release Agreement (Northfield Bancorp, Inc.)

Acknowledgments and Affirmations. Executive affirms that: (a) Executive affirms that Releasors have not filed, caused to be filed, or presently are parties to any claim against Releasees on behalf of Executive; (b) Executive has been paid and/or has received all compensation, wages, bonuses, commissions, commissions and/or benefits to which are due and payable as of the date Executive may be entitled for all hours worked during Executive’s term of employment with the Company. Executive affirms that signs this Agreement, and, if applicable, Executive has been reported all of the hours Executive worked while Executive was employed by Company as of the date Executive signs this Agreement; (c) Company has granted Executive any leave to which Executive was entitled from Company under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. ; (d) Executive affirms that all has no known workplace injuries or occupational diseases; (e) Executive has not divulged any financial, proprietary or confidential information of Company and will continue to maintain the confidentiality of such information consistent with Company’s policies, Executive’s agreement(s) with Company and/or any applicable common law. As noted above, this Agreement does not limit Executive from providing any documents to the U.S. Securities and Exchange Commission as part of a whistleblower action and/or a report of possible violations of any federal securities law; ​ (f) Executive has not been retaliated against for reporting any allegations of wrongdoing by Company, its officers or any other Releasees described in this Agreement, including any allegations of corporate fraud; (g) While Executive understands that this Agreement does not prohibit Executive from disclosing the factual foundation of any sexual harassment claim, Executive acknowledges by signing this Agreement that Executive has never raised or reported claims, despite having the opportunity to do so, regarding sexual harassment to anyone at the Company and does not have any basis for any sexual harassment claim against Releasees, and therefore a non-disclosure provision related to sexual harassment claims is not necessary; and (h) Executive is not aware of any decisions by Company regarding the Executive’s pay and benefits through the date of Executive’s execution of this Agreement were not Separation Date being discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: General Release Agreement (Dime Community Bancshares, Inc. /NY/)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive he has not filed, caused to be filed, or presently is a party to any claim against Employer. b. Except for: (i) unused vacation which Employee has accrued as of his last day of employment (which will be paid out to Employee on his last day of employment) and (ii) the fourth installment of his 2008 bonus which will be paid to him in or about January 2009, Employee affirms that he has been paid and/or has received all compensation, wages, bonuses, commissions, commissions and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive Employee affirms that Executive he has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive . c. Except for accrued but unpaid expenses (which will be paid out to Employee following his last day of employment), Employee affirms that he has been paid and/or has received reimbursement for all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by lawexpenses. (b) Executive d. Employee affirms that Executive he has no known workplace injuries or occupational diseasesdiseases that have not already been disclosed to Employer in writing, or submitted to or adjudicated by the California Workers’ Compensation Appeals Board. (c) Executive e. Employee affirms that Executive he has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (d) Executive f. Employee further affirms that Executive he has not been retaliated against for reporting any allegations of wrongdoing by the Company Employer or its officers, including any allegations of corporate fraud. (e) Executive affirms . Both Employer and Employee acknowledge that Executive this Agreement does not have any current chargelimit either party’s right, claimwhere applicable, to file or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating participate in an investigation or investigative proceeding conducted by the Equal Employment Opportunity Commission or of any other federal, state, state or local agency charged with governmental agency. To the enforcement of any employment or labor lawsextent permitted by law, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands Employee agrees that if Executive files such a charge or complaintan administrative claim is made, Executive has, as part of this Agreement, waived Executive’s right Employee shall not be entitled to receive recover any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, individual monetary relief or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsindividual remedies.

Appears in 1 contract

Samples: General Release Agreement (Kimco Realty Corp)

Acknowledgments and Affirmations. (a) Executive a. Employee affirms that Executive he has not filed, caused to be filed, and presently is not a party to any claim filed against the Employer and has released any and all claims not explicitly preserved hereunder; b. Employee affirms he has no known workplace injuries, diseases or occupational illnesses and further affirms that he is unaware of any facts that could be the basis for a claim of discrimination against the Employer; c. Employee also affirms that upon receipt of the consideration and amounts to be paid or provided to Employee as provided under Paragraph 3 hereof, he will have been paid and/or has have received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executivebased on services performed and Employee’s term execution of employment with the Companythis Agreement, subject to terms of this Agreement. Executive Employee affirms that Executive he has been granted any leave to which Executive he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms ; d. Both Employer and Employee acknowledge that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were does not discriminatory based on agelimit either party’s right, disabilitywhere applicable, raceto file or participate in an investigative proceeding, color, sex, religion, national origin, or any other classification protected to the extent permitted by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of , before the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission providing that Employee shall not be entitled to recover any individual monetary relief or other individual remedies; e. In the event any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although claim is made by signing this Agreement, Executive is giving up any right to monetary recovery Employee that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired barred by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly any remedy is provided upon such a claim by Employee, all monies paid hereunder shall be a set-off against and voluntarily waives shall be used to satisfy any relief or recovery award to Employee and all if Employee files any claim of any kind whatsoever, not explicitly preserved by Employee under this Agreement (excluding cross, counter or similar claims Executive that he may have against the Released Persons. Executive certifies that Executive is not a party bring in response to any bankruptcyclaim brought against him by Getty), lienhe shall return all of the consideration paid under Paragraph 3.c.(1) above and shall pay the reasonable cost of the legal fees incurred by Employer to defend that action, creditor-debtorsubject to applicable law; and, f. Employee affirms that he has returned all of Employer’s property and equipment and has no knowledge that he has any original or copies of any Company documents and information, regardless of the form, and agrees to return such documents and information, or other proceedings forward to the xxxxxxxxxx@xxxxxxxxxxx.xxx e-mail account any e-mails regarding Company business received or sent from any e-mail account under his control that would impair Executivehave not been deleted, if he finds any in his possession and will thereafter purge any Company data stored in any electronic form in his possession prior to the end of the Revocation Period. g. Employee affirms and agrees that, except as otherwise authorized by the Company’s right Chief Executive Officer (“CEO”) or ability his designee, he has terminated his access to waive and privileges with respect to all claims Executive may have against of the Released PersonsEmployer’s written and electronic records, files, and systems, including but not limited to computer systems, data bases, operating files and systems, corporate, financial, accounting, or real estate records and files, and email systems and accounts, and has transferred to the CEO or his designee, all passwords, administrator rights or privileges, access to and operational control over, all such records, files and systems, in a manner that protects the integrity and confidentiality thereof and does not result in any disruption of the operations of the Company and the Company’s maintenance of and access to such records, files and systems.

Appears in 1 contract

Samples: Severance Agreement (Getty Realty Corp /Md/)

Acknowledgments and Affirmations. Transition and Separation Agreement (2023) (a) Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim against the Company. Executive further agrees, promises and covenants that neither Executive nor any other person, organization or entity acting on Executive’s behalf, will file, charge, claim, sue or cause or permit to be filed or charged, any action or claim for damages or other relief (including, but not limited to, injunctive, declaratory or other equitable relief) against the Company, concerning, relating to, or arising out of any matter occurring at any time in the past and up to and including the date Executive signs this Agreement, including but not limited to any and all claims for relief and/or damages which relate to, concern or arise out of Executive’s employment with the Company. In the event of a breach of this Section, Executive agrees to hold harmless and indemnify the Company from and against any and all losses, costs, damages, penalties, fines, judgments, interest or expenses including, without limitation, attorneys’ fees, incurred by the Company by reason of any such claims asserted by Executive, or by any person, organization or other entity acting on his behalf or with his permission or cooperation. (b) Executive also affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (bc) Executive further affirms that Executive has no known workplace injuries or occupational diseases, and that Executive has not been subjected to sexual harassment, sexual abuse or a hostile work environment based on gender. (cd) Executive also affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, policies and Executive’s agreement(s) with the Employment Agreement, Company and/or common law. (de) Executive further affirms that Executive is not aware of any violations of any applicable federal, state, or local law or regulation committed by Executive or any other Company employee that occurred during Executive’s employment with the Company, and Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms . Both Parties acknowledge that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents is not intended to, and shall not, prohibit or restrict Executive from filing a charge with a government agency or complaint entity (such as the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, or from the U.S. Securities and Exchange Commission), testifying, assisting, or otherwise participating in an investigation with any such government agency or proceeding conducted by entity in connection with Executive’s employment or separation from employment with the Equal Employment Opportunity Commission Company, or any other reporting possible violations of federal, state, or local agency charged with the enforcement of any employment law or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, regulation as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party protected under applicable whistleblower provisions to any bankruptcy, lien, creditor-debtor, such government agency or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Personsentity.

Appears in 1 contract

Samples: Transition and Separation Agreement (Faro Technologies Inc)

Acknowledgments and Affirmations. (a) Executive affirms Employee represents and warrants that Executive Employee has not filed or otherwise initiated any legal action or administrative proceeding of any kind against any of the Releasees and has no knowledge that any such legal action or administrative proceeding (i) has been filed or otherwise initiated or (ii) is contemplated or threatened by any other person or entity on Employee’s behalf. Employee also hereby irrevocably and unconditionally waives and relinquishes any right to seek or recover any monetary relief or other individual remedies for or on account of any of the Released Claims whether for Employee or as a representative or on behalf of others. (b) Employee represents and warrants that Employee has not assigned, transferred or sold any of the Released Claims. Employee shall indemnify and hold harmless the Releasees from and against any liability or loss, and for any cost, expense (including attorneys’ fees), judgment, or settlement, based on or arising out of any breach of this Agreement by Employee, to the extent permitted by law. (c) Employee represents and warrants that Employee has been paid and/or has received all compensation, wages, including overtime, bonuses, commissions, and/or vacation time, and other benefits to which Executive Employee may be entitled for all hours worked during Executive’s term from any of employment with the Company. Executive affirms Releasees except as provided in this Agreement. (d) Employee represents and warrants that Executive Employee has been granted any all leave (paid or unpaid) to which Executive Employee was entitled under the Family state and/or federal FMLA and Medical Leave Act that Employee has not been discriminated or related retaliated against due to Employee’s exercise of rights, if any, under the state or local leave or disability accommodation lawsand/or federal FMLA. Executive Employee further affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive Employee has no known workplace injuries or occupational diseases. (ce) Executive affirms Employee represents and warrants that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Companyother Releasees. Employee represents she has returned all Company property in Employee’s policiespossession, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claimcustody, or lawsuit against one control whether in electronic or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementphysical form. (f) Executive affirms Employee represents and warrants that at Employee is not aware of any act, failure to act, practice, policy, or activity of the time Company or any of considering the other Releasees that Employee considers to be or executing to have been unlawful or potentially unlawful. (g) Employee understands that no rights or claims are released or waived that might arise after Employee signs this Agreement, Executive was . (h) Employee will not affected or impaired by illness, use of alcohol, drugsdisparage in any way, or other substances make negative comments of any sort, about the Company or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcyits Affiliates, lientheir employees, creditor-debtorcustomers, or other proceedings that would impair Executivevendors, whether orally or in writing, and whether to a third party or to an employee of the Company or its Affiliates. The Company and its subsidiaries will not disparage you in any way, or make negative comments of any sort, about you. This prohibition does not limit Employee’s right to file a charge with, or ability participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require Employee to waive all claims Executive may have against provide anything other than truthful information in good faith to the Released Personsbest of her ability.

Appears in 1 contract

Samples: Severance Agreement (Compass Minerals International Inc)

Acknowledgments and Affirmations. (a) a. Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim against the Company. Executive also affirms that Executive has reported all hours worked as of the date Executive signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which are due and payable as of the date Executive may be entitled signs this Agreement (except for all hours worked during Executive’s term the payment of employment with accrued but unpaid vacation set forth in Section 1, COBRA continuation coverage, his accrued and vested benefits under the Company’s 401(k) plan, and his vested rights under outstanding equity awards set forth on Exhibit A). Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) b. Executive further affirms that Executive has no known workplace injuries or occupational diseases. (c) diseases that have not been reported to the Company in writing or adjudicated. Executive also affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, policies and Executive’s agreement(s) with the Employment Agreement, Company and/or common law. (d) c. Executive further affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) . Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more all of the Released Persons pending before any local, state, or federal agency or court Company’s decisions regarding Executive’s employment 's pay and benefits through the termination date of Executive’s employment. Executive understands that nothing in 's execution of this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other federal, state, or local agency charged with the enforcement classification protected by law. d. The Company affirms that it is currently not aware of any employment claims that it or labor lawsits subsidiaries, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge predecessors or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may assigns have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Haemonetics Corp)

Acknowledgments and Affirmations. (a) Executive Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney or advisor with whom Employee chooses to consult regarding Employee’s consideration of this Agreement, and/or to any federal, state or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged unlawful conduct. (b) Employee affirms that Executive he has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity. (c) Employee also affirms that he has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement, except for compensation owed to Employee for the period January 16, 2024, to January 31, 2024, which Executive may be entitled the Employer will pay to Employee during the Employer’s next regularly scheduled semi-monthly payroll on February 15, 2024. Employee affirms that Employee has been reimbursed for all hours worked during Executivenecessary expenses or losses incurred by Employee within the scope of Employee’s term of employment with the Companyemployment. Executive Employee also affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related and state or and local leave or and disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (bd) Executive Employee further affirms that Executive he has no known workplace injuries or occupational diseases. (ce) Executive Employee also affirms that Executive Employee has not divulged any proprietary or confidential information of the Company or any of its affiliates Employer and will continue to maintain the confidentiality of such information consistent with the CompanyEmployer’s policies, the Employment Agreement, policies and Employee’s agreement(s) with Employer and/or common law. (df) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by the Company or its officerslaw, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claimregulation, or lawsuit against one legal process and to request or more of the Released Persons pending before any localreceive confidential legal advice, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right shall be deemed to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementimpair those rights. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Separation Agreement (Quantum Computing Inc.)

Acknowledgments and Affirmations. (a) Executive Employee affirms that Executive Employee has not filed, caused to be filed, or presently is a party to any claim against EKR Therapeutics, Inc. or any Released Party. Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive Employee may be entitled for all hours worked during Executive’s term of employment with the Companyentitled. Executive Employee affirms that Executive Employee has been granted any leave to which Executive Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has not divulged any proprietary or confidential information of EKR Therapeutics, Inc. and will continue to maintain the confidentiality of such information consistent with EKR Therapeutics, Inc.’s policies and Employee’s agreement(s) with EKR Therapeutics, Inc. and/or common law. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by EKR Therapeutics, Inc. or its officers, including any allegations of corporate fraud. Employee affirms that all of the CompanyEKR Therapeutics, Inc.’s decisions regarding the Employee’s pay and benefits through the date of ExecutiveEmployee’s execution separation of this Agreement employment were not discriminatory based on age, disability, race, color, sex, religion, national origin, genetic information or any other classification protected by applicable law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)

Acknowledgments and Affirmations. (a) a. Executive affirms that Executive has complied with all laws and regulations applicable to FFB’s operations. b. Executive affirms that Executive has not filed, caused to be filed, or presently is not a party to any claim against FFB. c. Executive affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. entitled. d. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. . e. Executive affirms that Executive has no known workplace injuries or occupational diseases. f. Executive affirms that Executive has not divulged any of FFB’s Confidential Information (as defined in the Employment Agreement) and will continue to maintain the confidentiality of such information consistent with statute or common law, FFB’s policies and/or Executive’s agreement(s) with FFB. g. Executive affirms that he has not violated and will continue to comply with the non-competition, non-solicitation and non-disparagement covenants set forth in the Agreement. h. Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by FFB or its officers, including any allegations of corporate fraud. i. Executive affirms that all of the CompanyFFB’s decisions regarding the Executive’s pay and benefits through the date of Executive’s execution of this Agreement Severance Date were not discriminatory based on age, disability, race, color, sex, religion, national origin, origin or any other classification protected by law. (b) j. Executive affirms that any stock options granted to Executive has no known workplace injuries or occupational diseasesunder any FFB option program that have not vested by Executive’s Severance Date shall be considered lapsed, and be forever unexercisable by Executive unless otherwise provided by the terms of the applicable plan document and/or related agreement for those options. At Executive’s Severance Date, any vested stock options will be treated in accordance with the terms of the applicable plan document and/or related agreement for those options. (c) k. Executive affirms that any restricted stock granted to Employee under any FFB restricted stock program that have not vested by Executive’s Severance Date shall be considered lapsed, and be forever forfeited by Executive has not divulged any proprietary or confidential information unless otherwise provide by the terms of the Company or applicable plan document and/or related agreement for those restricted shares. At Executive’s Severance Date, any of its affiliates and vested restricted stock grant will continue to maintain the confidentiality of such information consistent be treated in accordance with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more terms of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreementapplicable plan document and/or related agreement for those restricted shares. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

Appears in 1 contract

Samples: Employment Agreement (First Financial Bancorp /Oh/)

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