Common use of Claims Released Clause in Contracts

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

Claims Released. In exchange for consideration of the consideration granted to him by Company’s obligations hereunder and through this Releaseacceptance of Executive’s retirement and resignation, XxxxxxxExecutive, for himself and for his Executive’s heirs, executors, administrators, successors, assigns, and trustees, irrevocably and unconditionally covenants not to xxx and releases NorthWestern; its current, former, and future parent, subsidiary, and related companies; its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns; , hereby knowingly and voluntarily release and forever discharge the Company and its subsidiaries and affiliates, together with all of their respective current and former officers, directors, consultants, agents, representatives and employees, and each of their predecessors, successors and assigns (collectively, the “Releasees”), from any and all persons acting bydebts, throughdemands, under, or in concert with any of them (the “Released Parties”) from all actions, causes of actionactions, suitsaccounts, debts, charges, complaints, claims, obligations, promisescovenants, contracts, agreements, controversiesclaims, damages, judgmentsomissions, rights, costs, losses, expenses, liabilitiespromises, and demands any and all claims and liabilities whatsoever, of any every name and nature, whether known or unknown, whether actual suspected or potentialunsuspected, whether specifically mentioned herein or not, both in law or equityand equity (“Claims”), whether statutory or common lawwhich Executive ever had, whether federal, state, localnow has, or otherwise, as a result may hereafter claim to have against the Releasees by reason of any act that has occurredmatter, cause or thing whatsoever arising from the beginning of time to the time Executive executes this Agreement (the “General Release”). This General Release of Claims shall apply to any Claim of any type, including, without limitation, any claim and all Claims of any type that Xxxxxxx Executive may have arising out of or related to his employment with or separation from NorthWestern (“Claims”). Xxxxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Separation Date with no further benefits or payments to be provided thereunder: any and all claims under the WARN Actcommon law, as amended; any and all claims of wrongful discharge or breach of contract; any and all claims for equitable estoppel, except as provided in Section 1 above; any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. § 1981, under the Civil Rights Act of 1991, as amendedthe Age Discrimination in Employment Act (“ADEA”), under the Older Workers Benefit Protection Act, the Americans with With Disabilities Act of 1990Act, as amended, under the Family and Medical Leave Act, the Employee Retirement Income Security Act (“ERISA”), the Xxxxxxxx-Xxxxx Act of 19932002, under the Immigration Reform New Mexico Human Rights Act (or any other similar statute of New Mexico or another jurisdiction that may be applicable in this case and Control Act of 1986, as amended; any and all claims under the Fair Labor Standards Act, which is designed to protect employees from prohibited discrimination) each as amended, 29 U.S.C. § 201and any other Federal, et seq.; the Wrongful Discharge from Employment Act, 39-2-901, et seq., MCA, any and all claims under any federal, state, state or local law enforcing express statutes, regulations, ordinances or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, including 27-1-221, MCA, or any federal, state, or local laws prohibiting employment discrimination, such as in the States of South Dakota and Montana; any and all claims under any federal, state, or local labor law, civil rights law, fair employment practices common law, or human rights law; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, or prima facie tort; and any and all claims for injunctive or declaratory relief or for monetary recovery, including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorney fees, expert fees, disbursements, and costs against the Released Parties that Xxxxxxx ever had, now has, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Xxxxxxx’x execution of this Release. Xxxxxxx agrees and acknowledges that NorthWestern has previously paid all sums owed to him including, but not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. Xxxxxxx further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, planagreement, contract, understanding or procedure of NorthWestern. Xxxxxxx also expressly waives any right promise, written or claim that he may have oral, formal or may assert to payment for salaryinformal, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. Xxxxxxx agrees that he has no plans, basis, or intent to file or initiate, and that he will never file or initiate, any lawsuit, complaint, or claim against the released parties. Xxxxxxx represents that he has not filed any administrative charge of discrimination to-date against between any of the released parties. HoweverReleasees and Executive, notwithstanding and shall further apply, without limitation, to any other provision hereinand all Claims in connection with, Xxxxxxx acknowledges that this waiver of claims only applies related to claims he is legally permitted to release and, as such, does not preclude him from filing a charge of discrimination against the released parties, though he agrees that he will not be able to recover and will not seek to recover any damages if he does file such a charge, or if he has filed such a charge. Xxxxxxx agrees that in the event any claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suitsExecutive’s employment, or actions relating to Xxxxxxx’x employment the termination of Executive’s employment, with or separation of employment from NorthWesternthe Company; provided, through the date however, that this General Release is signed, this Release shall constitute a complete defense against any such claims, suits, or actions so commenced. Notwithstanding any provision to the contrary, this subsection shall not apply to or impair (i) claims for vested benefits (excluding any severance or termination benefits, which are specifically waived hereunder) pursuant to any other Company or Bank employee benefit plan, as defined in ERISA, in which Executive was a participant before the following: Separation Date; (aii) challenges any rights to indemnification Executive may have under the portions by-laws of the Release relating Company or applicable law; or (iii) any claims that may arise from any violation of this Agreement. For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to the ADEA or state law claims of age discrimination, to the extentinclude all claims, if any, prohibited by applicable law; (b) claims to enforce Xxxxxxx’x rights under this Release; (c) claims that cannot legally be released by private agreement under applicable law; (d) claims by Xxxxxxx for benefits under benefit plans in which he maintains an interest as a former employee of NorthWestern Executive may have and which he has Executive does not expressly released herein; now know or suspect to exist in Executive’s favor against the Company or any of the Releasees and (e) all rights and claims of contribution and indemnification Xxxxxxx may have whether under that this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (f) all rights or claims Xxxxxxx may have under any policies of directors and officers liability insurance. NorthWestern hereby releases Xxxxxxx and his heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, Agreement extinguishes those claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim against Xxxxxxx based on any NorthWestern Claims. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that Xxxxxxx has committed or engaged in fraud, willful misconduct, or criminal activity.

Claims Released. In exchange for the consideration granted to him by and through this Releasebenefits payable, XxxxxxxXxxxxxx for himself, for himself and for his heirs, executors, administrators, successors, assigns, assigns and trustees, trustees irrevocably and unconditionally covenants not to xxx and releases NorthWestern; NWEC, its current, formerformer and future, and future parent, subsidiary, subsidiary and related companies; , its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns; , and all persons acting by, through, under, or in concert with any of them (the “Released Parties”) ), from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred, including, without limitation, any claim limitation that Xxxxxxx may have arising out of or related to his employment with or separation from NorthWestern from, NWEC (“Claims”). Xxxxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Separation Severance Date with no further benefits or payments to be provided thereunder: any and all claims under , the WARN Act, as amended; , any and all claims of wrongful discharge or breach of contract; , any and all claims for equitable estoppel, except as provided in Section 1 above; , any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended; , and any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, amended under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. § §1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended; any and all claims , under the Fair Labor Standards Act, as amended, 29 U.S.C. § 201, §201 et seq.; , the Montana Wrongful Discharge from Employment Act, 39-2-901, 901 et seq., MCA, any and all claims under any federal, state, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, faith including 27-1-221, MCA, or any federal, state, or local laws prohibiting employment discrimination, such as in the States State of South Dakota and Montana; , any claim filed in NWEC's bankruptcy proceedings, and any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law; , any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, or and prima facie tort; and , any and all claims for injunctive or declaratory relief or for monetary recovery, including, including but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorney attorneys’ fees, expert experts’ fees, disbursements, disbursements and costs which against the Released Parties Parties, that Xxxxxxx ever had, now hashave, or hereafter can, shall, or may have have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Xxxxxxx’x execution of this Release. Xxxxxxx agrees and acknowledges that NorthWestern has previously paid all sums owed to him including, but not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. Xxxxxxx further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, plan, or procedure of NorthWestern. Xxxxxxx also expressly waives any right or claim that he may have or may assert to payment for salary, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. Xxxxxxx agrees that he has no plans, basis, or intent to file or initiate, and that he will never file or initiate, any lawsuit, complaint, complaint or claim against the released partiesclaim. Xxxxxxx represents that he has not filed any administrative charge of discrimination to-date against any of the released partiesto date. However, notwithstanding any other provision herein, Xxxxxxx acknowledges that this waiver of claims only applies to claims he is legally permitted to release release, and, as such, does not preclude him from filing a charge of discrimination against the released partiesdiscrimination, though he agrees that he will not be able to recover and will not seek to recover any damages if he does file such a charge, charge or if he has filed such a charge. Xxxxxxx agrees that in the event any claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits, or actions relating to Xxxxxxx’x employment with or separation of employment from NorthWestern, through the date this Release is signed, this Release shall constitute a complete defense against any such claims, suits, or actions so commenced. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) to challenges to the portions of the Release relating to the ADEA or state law claims of age discriminationrelease, to the extent, if any, prohibited by applicable law; (b) to claims to enforce Xxxxxxx’x rights under this Release; Agreement, (c) to claims that cannot legally be released by private agreement under applicable law; (d) to claims by Xxxxxxx for benefits under benefit plans in which he maintains an interest as a former employee of NorthWestern and which he has not expressly released herein; and NWEC, (e) to all rights and claims of contribution and of indemnification Xxxxxxx may have under the Indemnification Agreement between NWEC and Xxxxxxx dated April 11, 2006, whether under this Agreement, under the NWEC’s Bylaws, by common law, statute, or otherwise, (f) to all additional or other rights and claims of contribution and indemnification Xxxxxxx may have whether under this ReleaseAgreement, under NorthWesternthe NWEC’s Bylaws, by common law, by statute, statute or otherwise; , and (fg) to all rights or and claims Xxxxxxx may have under any policies of directors and officers liability insurance. NorthWestern NWEC hereby releases Xxxxxxx and his heirs, successorssuccessors or assigns, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney attorneys’ fees, liabilities, liabilities and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has heretofore occurred (all hereinafter referred to as “NorthWestern NWEC Claims”). NorthWestern NWEC further will never file any lawsuit, complaint, or claim against Xxxxxxx based on any NorthWestern NWEC Claims, and NWEC will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) to claims to enforce NorthWesternNWEC’s rights under this Release or Agreement, and (b) to claims that Xxxxxxx has committed fraud or engaged in fraud, willful misconduct, or criminal activity.

Claims Released. In exchange for the consideration granted to him by and through this Releasebenefits payable, XxxxxxxCxxxxxxx, for himself herself and for his her heirs, executors, administrators, successors, assigns, and trustees, irrevocably and unconditionally covenants not to xxx sxx and releases NorthWestern; its current, former, and future parent, subsidiary, and related companies; its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns; and all persons acting by, through, under, or in concert with any of them (the “Released Parties”) from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred, including, without limitation, any claim that Xxxxxxx Cxxxxxxx may have arising out of or related to his her employment with or separation from NorthWestern (“Claims”), except Cxxxxxxx is not releasing any former employee whose employment was terminated during May 2009 for any claims arising after the date of his or her termination of employment. Xxxxxxx Waiver & Release Agreement Initials MEC Cxxxxxxx is releasing the following claims which include, without limitation, claims under his her original employment terms, which are canceled as of the Separation Severance Date with no further benefits or payments to be provided thereunder: any and all claims under the WARN Act, as amended; any and all claims of wrongful discharge or breach of contract; any and all claims for equitable estoppel, except as provided in Section 1 above; any and all claims for employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act of 1974, as amended; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. § 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act of 1990, as amended, under the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; the Wrongful Discharge from Employment Act, 39-2-901, et seq., MCA, any and all claims under any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, including 27-1-221, MCA, or ; any federal, state, or local laws prohibiting employment discrimination, such as claim filed in the States of South Dakota and MontanaNorthWestern’s bankruptcy proceedings; any and all claims under any other federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, or prima facie tort; and any and all claims for injunctive or declaratory relief or for monetary recovery, including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorney fees, expert fees, disbursements, and costs against the Released Parties that Xxxxxxx Cxxxxxxx ever had, now has, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Xxxxxxx’x Cxxxxxxx’x execution of this Release. Xxxxxxx agrees and acknowledges that NorthWestern has previously paid all sums owed to him including, but not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. Xxxxxxx further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, plan, or procedure of NorthWestern. Xxxxxxx also expressly waives any right or claim that he may have or may assert to payment for salary, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. Xxxxxxx agrees that he has no plans, basis, or intent to file or initiate, and that he Cxxxxxxx will never file or initiate, any lawsuit, complaint, or claim against the involving such released partiesmatters. Xxxxxxx Cxxxxxxx represents that he she has not filed any administrative charge of discrimination to-date against any of the released partiesto date. However, notwithstanding any other provision herein, Xxxxxxx Cxxxxxxx acknowledges that this waiver of claims only applies to claims he she is legally permitted to release and, as such, does not preclude him her from filing a charge of discrimination against the released partiesdiscrimination, though he agrees that he she will not be able to recover and will not seek to recover any damages if he she does file such a charge, charge or if he she has filed such a charge. Xxxxxxx agrees that in the event any claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits, or actions relating to Xxxxxxx’x employment with or separation of employment from NorthWestern, through the date this Release is signed, this Release shall constitute a complete defense against any such claims, suits, or actions so commenced. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) challenges to the portions of the Release relating to the ADEA or state law claims of age discrimination, release to the extent, if any, prohibited by applicable law; (b) claims to enforce Xxxxxxx’x Cxxxxxxx’x rights under this Release; (c) claims that cannot legally be released by private agreement under applicable law; (d) to claims by Xxxxxxx Cxxxxxxx for benefits under benefit plans in which he she maintains an interest as a former employee of NorthWestern and which he has not expressly released hereinNorthWestern; and (e) all rights or claims of contribution and of indemnification Cxxxxxxx may have under the Indemnification Agreement between NorthWestern and Cxxxxxxx dated November 16, 2009; (f) all additional or other rights and claims of contribution and indemnification Xxxxxxx Cxxxxxxx may have whether under this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (fg) all rights or claims Xxxxxxx Cxxxxxxx may have under any policies of directors and officers liability insurance. Waiver & Release Agreement Initials MEC NorthWestern hereby releases Xxxxxxx Cxxxxxxx and his her heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim against Xxxxxxx based on any NorthWestern Claims, and NorthWestern will withdraw with prejudice any such lawsuit. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that Xxxxxxx Cxxxxxxx has committed fraud or engaged in fraud, willful misconduct, or criminal activity.

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

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

Claims Released. In exchange for the consideration granted to him by Executive understands and through this Releaseagrees that Executive is releasing all claims, Xxxxxxxwages, for himself and for his heirsdemands, executorsrights, administratorsliens, successorsagreements or contracts (written or oral), assignscovenants, and trusteesactions, irrevocably and unconditionally covenants not to xxx and releases NorthWestern; its current, former, and future parent, subsidiary, and related companies; its current and former directors, trustees, officers, employees, agents, attorneys, successors, and assigns; and all persons acting by, through, under, or in concert with any of them (the “Released Parties”) from all actionssuits, causes of action, suitsobligations, debts, chargescosts, complaintsexpenses, claims, obligations, promises, contracts, agreements, controversiesattorneys’ fees, damages, judgments, rightsorders and liabilities of whatever kind or nature in law, costsequity or otherwise, losseswhether now known or unknown, expenses, liabilitiessuspected or unsuspected, and demands whether or not concealed or hidden which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Released Parties (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member or manager of any natureReleased Party, Executive’s separation from Executive’s position as an officer, director, employee, manager and/or member, as applicable, of any Released Party, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, whether actual suspected or potentialunsuspected, whether specifically mentioned herein resulting from any act or not, in law omission by or equity, whether statutory or common law, whether federal, state, localon the part of said Released Parties, or otherwiseany of them, as a result committed or omitted prior to the date of any act that has occurredthis Agreement, including, without limitation, any claim that Xxxxxxx may have arising out of or related to his employment with or separation from NorthWestern (“Claims”). Xxxxxxx is releasing the following claims which include, without limitation, claims under his original employment terms, which are canceled as of the Separation Date with no further benefits or payments to be provided thereunder: any and all claims under the WARN Act, as amended; any and all claims of wrongful discharge or breach of contract; any and all claims for equitable estoppel, except as provided in Section 1 above; any and all claims for employee benefits, including, including but not limited toto any claim under Tennessee law, any and all claims under the Employee Retirement Income Security Act of 1974, as amended; any and all claims of employment discrimination on any basis, including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended, under the Age Discrimination in Employment Act of 1967, as amended, under the Older Worker’s Benefit Protection Act, under the Civil Rights Act of 1866, 42 U.S.C. § 1981, under the Civil Rights Act of 1991, as amended, under the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement and Income Security Act of 19901974, and all other federal, state, or local laws or regulations prohibiting employment discrimination or retaliation or protecting employee rights as well as claims for other tortious or unlawful conduct (the “Claims”); provided, however, that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates to Executive, to the extent that such awards continue after the termination of Executive’s employment or services with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment or services); (2) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (5) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, under this Release does not cover any Claim that cannot be so released as a matter of applicable law. For clarity, and as required by law, such waiver does not prevent Executive from filing a whistleblower claim or accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993, under the Immigration Reform and Control Act of 1986, as amended; any and all claims under the Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; the Wrongful Discharge from Employment Act, 39-2-901, et seq., MCA, any and all claims under any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith, including 27-1-221, MCA, or any federal, state, or local laws prohibiting employment discrimination, such as in the States of South Dakota and Montana; any and all claims under any federal, state, or local labor law, civil rights law, fair employment practices law, or human rights law; any and all claims of slander, libel, defamation, invasion of privacy, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, fraud, or prima facie tort; and any and all claims for injunctive or declaratory relief or for monetary recovery, including, but not limited to, back pay, front pay, liquidated, compensatory, and punitive damages, and attorney fees, expert fees, disbursements, and costs against the Released Parties that Xxxxxxx ever had, now has, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the date of Xxxxxxx’x execution of this Release. Xxxxxxx agrees and acknowledges that NorthWestern has previously paid all sums owed to him including, but not limited to, wages, salary, bonuses, commissions, overtime, business expenses, allowances, vacation pay, holiday pay, sick pay, and other benefits and perquisites as a result of his employment with NorthWestern. Xxxxxxx further acknowledges that the separation payment described herein is in addition to any payment, benefit, or other thing of value to which he would be entitled under any policy, plan, or procedure of NorthWestern. Xxxxxxx also expressly waives any right or claim that he may have or may assert to payment for salary, wages, back pay, front pay, interest, bonuses, damages, accrued vacation, accrued sick leave, accrued personal leave, medical, dental, optical or hospitalization benefits, pension plan contributions, thrift savings plan contributions or benefits, education benefits, life insurance benefits, overtime, compensatory time, outplacement, settlement pay, attorneys’ fees, disbursements, and/or costs. Xxxxxxx agrees that he has no plans, basis, or intent to file or initiate, and that he will never file or initiate, any lawsuit, complaint, or claim against the released parties. Xxxxxxx represents that he has not filed any administrative charge of discrimination to-date against any of the released parties. However, notwithstanding any other provision herein, Xxxxxxx acknowledges that this waiver of claims only applies to claims he is legally permitted to release and, as such, does not preclude him from filing a charge of discrimination against the released parties, though he agrees that he will not be able to recover and will not seek to recover any damages if he does file such a charge, or if he has filed such a charge. Xxxxxxx agrees that in the event any claim, suit, or action would be commenced against NorthWestern arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits, or actions relating to Xxxxxxx’x employment with or separation of employment from NorthWestern, through the date this Release is signed, this Release shall constitute a complete defense against any such claims, suits, or actions so commenced. Notwithstanding any provision to the contrary, this subsection shall not apply to the following: (a) challenges to the portions of the Release relating to the ADEA or state law claims of age discrimination, to the extent, if any, prohibited by applicable law; (b) claims to enforce Xxxxxxx’x rights under this Release; (c) claims that cannot legally be released by private agreement under applicable law; (d) claims by Xxxxxxx for benefits under benefit plans in which he maintains an interest as a former employee of NorthWestern and which he has not expressly released herein; and (e) all rights and claims of contribution and indemnification Xxxxxxx may have whether under this Release, under NorthWestern’s Bylaws, by common law, by statute, or otherwise; and (f) all rights or claims Xxxxxxx may have under any policies of directors and officers liability insurance. NorthWestern hereby releases Xxxxxxx and his heirs, successors, or assigns from all actions, causes of action, suits, debts, charges, complaints, claims, obligations, promises, contracts, agreements, controversies, damages, judgments, rights, costs, losses, expenses, attorney fees, liabilities, and demands of any nature, whether known or unknown, whether actual or potential, whether specifically mentioned herein or not, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise, as a result of any act that has occurred (all hereinafter referred to as “NorthWestern Claims”). NorthWestern will never file any lawsuit, complaint, or claim against Xxxxxxx based on any NorthWestern Claims. Notwithstanding any provision to the contrary, this subsection shall not apply to (a) claims to enforce NorthWestern’s rights under this Release or (b) claims that Xxxxxxx has committed or engaged in fraud, willful misconduct, or criminal activity.

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