Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein (and any portion thereof), Employee forever releases and discharges the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliates, and each of the foregoing entities’ respective past, present, and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directors, members, managers, employees, trustees, representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, and benefit plans and the trustees and fiduciaries of such plans (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities from, and Employee waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating to any matter that actually or allegedly occurred, whether known or unknown, on or prior to the Signing Date, including, (i) any alleged violation of: (A) the Family and Medical Leave Act of 1993, as amended; (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses, including attorneys’ fees, related to any Released Claim; (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, or incentive or equity-based compensation plan or agreement) with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE COMPANY OR COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Samples: Transition and Separation Agreement (Select Energy Services, Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein (and any portion thereof), Employee hereby forever releases and discharges the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, Roan and each of their respective affiliatesparents, and subsidiaries, predecessors, successors, assigns or affiliated entities, along with each of the foregoing entities’ respective past, present, and future parentsowners, affiliates, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholdersstockholders, partners, officers, directors, members, managers, employees, trustees, representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, insurers and benefit plans and the trustees and fiduciaries of such plans plans, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities ) from, and Employee hereby waives, any and all claims, demands, liabilities, liabilities and causes of actionaction of any kind that Employee has or could have, whether known or unknown, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating to his employment relationship with any Company Party, the termination of such employment relationship, or any other acts or omissions related to any matter that actually occurring or allegedly occurred, whether known or unknown, existing on or prior to the Signing Datedate that Employee executed this Agreement, including, including (i) claims arising under or for any alleged violation of: (A) the Family and Medical Leave Age Discrimination in Employment Act of 1993, 1967 (including as amendedamended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Family and Medical Leave Act of 20081993; (K) the Fair Oklahoma Anti-Discrimination Act, the Oklahoma Protection of Labor Act, the Oklahoma Minimum Wage Act, the Administrative Workers’ Compensation Act, and the Standards Act of 1938, as amendedfor Workplace Drug and Alcohol Testing Act; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any other local, state, state or federal anti-discrimination or anti-retaliation law; (NM) any other local, state, state or federal law, regulation, regulation or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Partiesordinance; (ii) any claim claims arising or for any alleged violation of any public policy, contract, tort, or common law, including any law claim or claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses, expenses including attorneys’ fees, related to any Released Claimfees incurred in the matters referenced herein; and (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, incentive compensation plan or incentive agreement, or other equity-based compensation plan or agreement) agreement with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; , including the Employment Agreement and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party PSU Documents (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any the consideration received by Employee pursuant to Section 2 (and any portion thereof)his through this Agreement, any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, ) or other governmental agency or governmental authority (collectively, “Governmental Authorities”)agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, EEOC or other Governmental Authoritygovernmental agency; however, Employee understands and agrees that Employee that, to the extent permitted by law, he is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, EEOC or other Governmental Authority governmental agency proceeding or subsequent legal actions. Nothing herein waives Employee’ right to receive an award for information provided to a governmental agency. Further, in no event shall the Released Claims include include
(i) any claim that first which arises after the Signing Datedate this Agreement is executed by Employee, including (ii) any claim to enforce Employee’s rights under this Agreement; or (iiiii) any claim to any vested benefits under US 9340655 ERISA an employee benefit plan that cannot be released pursuant is subject to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein of the Separation Agreement (and any portion thereof), Employee which consideration Holderness was not entitled to but for Holderness’s entry into this Confirming Release, Holderness hereby releases, discharges and forever releases acquits the Company and discharges the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliatesits Affiliates and subsidiaries, and each of the foregoing entities’ respective past, present, present and future parentsmembers, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners (including general partners and limited partners, officers), directors, memberstrustees, officers, managers, employees, trustees, representatives, agents, attorneys, successorsheirs, administrators, fiduciarieslegal representatives, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the trustees successors and fiduciaries assigns of such plans (each a “Company Party” and, collectively, the “Company Parties”)foregoing, in their personal and representative capacities from(collectively, the “Confirming Release Company Parties”), from liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Holderness’s Holderness’s ownership of any interest in any Confirming Release Company Party, employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter that actually or allegedly occurred, whether known or unknown, occurring on or prior to the Signing Datedate that Holderness executes this Confirming Release, including, including (i) any alleged violation through such date of: (A) the Family and Medical Leave Act of 1993any federal, as amended; (B) state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended; (C) , the Civil Rights Act of 1991; (D) , Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (EB) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended; (FC) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (HD) the National Labor Relations Act, as amended; (IE) the Occupational Safety and Health Act, as amended; (JF) the Genetic Information Nondiscrimination Family and Medical Leave Act of 20081993; (KG) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (OI) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local local, state or state federal law, regulation, regulation or ordinance in a state ordinance; or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (iiK) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful dischargelaw claim; (iiiii) any allegation for costs, fees, or other expenses, expenses including attorneys’ fees, related fees incurred in or with respect to any a Released Claim; (iviii) any and all rights, benefits or claims Employee Holderness may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, severance plan, incentive compensation plan, or incentive or equity-equity based compensation plan or with any Confirming Release Company Party (including any award agreement) with the Company or to any other ownership interest in any Confirming Release Company Party; and (viv) any claim for compensation or benefits of any kind not expressly set forth in the Separation Agreement or this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Confirming Release (collectively, the “Further Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee Holderness is simply agreeing that, in exchange for any consideration received by Employee him pursuant to Section 2 (and any portion thereof)of the Separation Agreement, any and all potential claims of this nature that Employee Holderness may have against the Company or the other Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Holderness has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Confirming Release Company Party or any agreement with any Confirming Release Company Party; and (II) any rights to enforce the terms of the Separation Agreement, including those in Section 2(a) of the Separation Agreement related to incentive compensation and equity, or this Confirming Release. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR CONFIRMING RELEASE COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement Confirming Release prevents Employee Holderness from filing any non-legally waivable claim, claim (including a challenge to the validity of this Agreement, Confirming Release) with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, EEOC or other governmental comparable state or local agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, EEOC or other Governmental Authoritycomparable state or local agency or cooperating in any such investigation or proceeding; however, Employee Holderness understands and agrees that Employee Holderness is waiving any and all rights to recover any monetary or personal relief or recovery from any a Company Party as a result of such EEOC, Securities and Exchange Commission, EEOC or other Governmental Authority comparable state or local agency or proceeding or subsequent legal actions. Further, nothing in no event shall the Released Claims include (i) this Confirming Release prohibits or restricts Holderness from filing a charge or complaint with, or cooperating in any claim that first arises after the Signing Date, including any claim to enforce Employeeinvestigation with a Government Agency. This Confirming Release does not limit Holderness’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to a Government Agency. Further, in no event shall the Further Released Claims include (i) any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation claim which arises after the date that this Confirming Release is executed by Holderness or unemployment insurance benefits(ii) any claim to vested benefits under an employee benefit plan.
Appears in 1 contract
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth benefits described in Section Sections 2 herein and 3 of this Agreement (and any portion part thereof), Employee hereby forever releases releases, discharges and discharges acquits the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliates, and each of the foregoing entities’ respective past, present, present and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directorsstockholders, members, managers, partners, directors, officers, employees, trustees, representatives, agents, attorneys, successorsheirs, administratorspredecessors, fiduciariessuccessors and representatives, insurersin their personal and representative capacities, and as well as all employee benefit plans maintained by the Company, Select or any of their affiliates and the trustees all fiduciaries and fiduciaries administrators of any such plans (each a “Company Party” and, collectively, the “Company Parties”)plans, in their personal and representative capacities from(collectively, the “Company Parties” and each a “Company Party”), from liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Employee’s employment or affiliation with any Company Party, the termination of such employment or affiliation, and any other acts or omissions related to any matter that actually occurring or allegedly occurredexisting, whether known or unknown, on or prior to the Signing Datedate that Employee executes this Agreement, includingwhether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation of: (A) any federal, state or local anti-discrimination or anti-
Exhibit 10.1 retaliation law, including the Family and Medical Leave Age Discrimination in Employment Act of 1993(including as amended by the Older Workers Benefit Protection Act), as amended; (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) , and Sections 1981 through 1988 of Title 42 of the United States Code, as amendedthe Americans with Disabilities Act of 1990; (EB) the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (FC) the Immigration Reform Control Act, as amended; (D) the Family and Medical Leave Act of 1993; (E) the Securities Exchange Act of 1934; (F) the Investment Advisers Act of 1940; (G) the Americans US 9340655 with Disabilities Investment Company Act of 1990, as amended1940; (H) the National Labor Relations Act, as amendedPrivate Securities Litigation Reform Act of 1995; (I) the Occupational Safety and Health Act, as amendedXxxxxxxx-Xxxxx Act of 2002; (J) the Genetic Information Nondiscrimination Xxxx Xxxxx Wall Street Reform and Consumer Protection Act of 20082010; (K) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any localother federal, state, or federal anti-discrimination or anti-retaliation local wage law; (NL) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (OM) any other local local, state or state federal law, regulation, ordinance or ordinance in a state orders which may have afforded any legal or jurisdiction where Employee worked on behalf equitable causes of the Company action of any nature; or any of the other Company Parties; (iiN) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses, expenses including attorneys’ feesfees incurred in, related to any or with respect to, a Released Claim; (iviii) any and all claims Employee may have arising under or as the result of any alleged breach of any employment contract (including the Employment Agreement (as defined belowAgreement) and or offer letter or any other offer letteragreement, employment contractincentive or compensation plan (including the Award Agreements) or under any other benefit plan or program; (iv) any claim, whether direct or derivative, arising from, or incentive relating to, Employee’s status as a member or equity-based compensation plan or agreement) with holder of any interest in the Company or any other Company Party; Party and (v) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”)Commission, the Securities and Exchange Commission, or other federal, state or local governmental agency or governmental authority commission (collectively, collectively “Governmental AuthoritiesAgencies”), ) or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other any Governmental AuthorityAgency; however, Employee understands and agrees that that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any a Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity). Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce date this Agreement is executed by Employee’s rights under this Agreement; or (ii) any claim to any vested benefits under US 9340655 an employee benefit plan that is subject to ERISA and that cannot be ERISA prevents from being released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authoritiesa release agreement. In addition, nothing Nothing herein prevents will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Samples: Separation Agreement (Select Water Solutions, Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration set forth in Section 2 described herein (and any portion part thereof), Employee hereby forever releases releases, discharges and discharges acquits the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLCEVA, each of their respective parents, subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present, present and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directorsstockholders, members, managers, partners, directors, officers, employees, trustees, representativesprofessional employer organizations, agents, attorneys, successorsheirs, administratorspredecessors, fiduciariessuccessors and representatives, insurers, in their personal and representative capacities as well as all employee benefit plans maintained by the Company or any of its affiliates and the trustees all fiduciaries and fiduciaries administrators of any such plans plans, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Employee’s employment or affiliation with any Company Party, the termination of such employment or affiliation, and any other acts or omissions related to any matter that actually occurring or allegedly occurredexisting, whether known or unknown, on or prior to the Signing Datetime that Employee executes this Agreement, includingwhether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such time of: (A) the Family and Medical Leave Act of 1993any federal, as amended; (B) state or local anti-discrimination or anti-retaliation law, including Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) , and Sections 1981 through 1988 of Title 42 of the United States Code, as amendedthe Americans with Disabilities Act of 1990; (EB) the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (FC) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (HD) the National Labor Relations Act, as amended; (IE) the Occupational Safety and Health Act, as amended; (JF) the Genetic Information Nondiscrimination Family and Medical Leave Act of 20081993; (KG) any law, regulation, or ordinance or orders under Maryland State law, the Fair Labor Standards Act Maryland Equal Pay Act, and Title 20 of 1938, as amendedthe State Government Article of the Maryland Annotated Code; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (NH) any other local, state, state or federal law, regulation, ordinance or ordinance including the laws orders which may have afforded any legal or equitable causes of the State action of Texas and the Texas Labor Code any nature; or (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (OI) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, or common lawlaw claim, including any claim for defamation, slander, libel, negligence, emotional distress, wrongful termination, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses, expenses including attorneys’ feesfees incurred in, related to any or with respect to, a Released Claim; (iviii) any and all claims Employee may have arising under or as the result of any alleged breach of any employment contract (including the Employment Agreement and the Prior Agreement (as defined belowin the Employment Agreement)) and or any other offer letteragreement, employment contract, or incentive or equity-based compensation plan or agreement) with the Company or under any other benefit plan, program or practice, including any claim arising under or relating to the AIC Plan; (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a member or holder of any interest in any Company Party; , including all claims arising from or relating to the RUAs and the PUAs, and (v) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any the consideration received by Employee pursuant to Section 2 (and any portion thereof)through this Agreement, any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”)Commission, Securities National Labor Relations Board, Occupational Safety and Exchange CommissionHealth Administration, or other federal, state or local governmental agency or governmental authority commission (collectively, collectively “Governmental AuthoritiesAgencies”), ) or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other any Governmental AuthorityAgency; however, Employee understands and agrees that that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any a Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Datedate this Agreement is executed by Employee, including (ii) any claim to enforce Employee’s rights under this Agreement; , or (iiiii) any claim to any vested benefits under US 9340655 ERISA an employee benefit plan that cannot be released pursuant is subject to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing Nothing herein prevents will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.
(c) Employee represents and warrants that, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any lawsuit, complaints, appeals, charges or claims against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee further represents and warrants that Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claim. Employee also confirms that he has no known workplace injuries or occupational diseases.
Appears in 1 contract
Samples: Separation Agreement (Enviva Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein of the Separation Agreement (and any portion thereof), Employee forever releases and discharges the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliates, Company and each of the foregoing entities’ respective past, present, and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directors, members, managers, employees, trustees, representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, and benefit plans and the trustees and fiduciaries of such plans (each a “other Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities Party from, and Employee waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating to any matter that actually or allegedly occurred, whether known or unknown, on or prior to the Signing Datedate Employee signs this Confirming Release, including, (i) any alleged violation of: (A) the Family and Medical Leave Act of 1993, as amended; (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (L) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefits Protection Act); (M) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (MN) any local, state, or federal anti-discrimination or anti-retaliation law; (NO) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (OP) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses, including attorneys’ fees, related to any Confirming Released Claim; (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, or incentive or equity-based compensation plan or agreement, including the Plan and any Equity Award) with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in the Separation Agreement or this AgreementConfirming Release; and (vi) any and all claims arising from, or US 9340655 relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the PlanAward, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 of the Separation Agreement (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS CONFIRMING RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement Confirming Release prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this AgreementConfirming Release, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other governmental agency or governmental authority (collectively, “Governmental Authorities”)Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party or as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Confirming Released Claims include (i) any claim that first arises after the Signing Datedate Employee signs this Confirming Release, including any claim to enforce Employee’s rights under this Section 2 of the Separation Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; the Separation Agreement or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Samples: Transition and Separation Agreement (Select Energy Services, Inc.)
Complete Release of Claims. Employee, on his own behalf and on behalf of his descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (aEmployee’s “Related Parties”) For good hereby covenants not to xxx or pursue any litigation against, and valuable considerationwaive, including the consideration set forth in Section 2 herein (release, and any portion thereof)discharge Employer, Employee forever releases its parent, subsidiaries and discharges the Companyaffiliates, Selecttheir predecessors, Rockwater Energy Solutionsand successors, LLC, Rockwater Energy Solutions Administrative Services, LLC, each and all of their respective affiliatescurrent or former directors, and each of the foregoing entities’ respective pastofficers, present, and future parents, subsidiaries, predecessors, successors, affiliates, assigns, ownersemployees, shareholders, partners, officersmembers, directors, membersagents or representatives, managers, employees, trusteestrustees (in their official and individual capacities), representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, and employee benefit plans and the trustees their administrators and fiduciaries (in their official and individual capacities) of such plans any of the foregoing (each a “Company Party” and, collectively, the “Company PartiesReleasees”), in their personal and representative capacities from, and Employee waives, from any and all claims, demands, liabilitiesrights, and causes of actionjudgments, whether statutory or at common lawdefenses, including any claim for salarycomplaints, benefitsactions, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims charges or causes of action relating to whatsoever, of any matter that actually or allegedly occurredand every kind and description, whether known or unknown, on accrued or prior not accrued, that Employee ever had, now has or shall or may have or assert as of the date of this Agreement against the Releasees relating to Employee’s employment with Employer or the Signing Datetermination thereof or Employee’s service as an officer or director of Employer or its parent, subsidiaries or affiliates or the termination of such service, including, (i) without limiting the generality of the foregoing, any alleged violation of: (A) claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Family and Medical Leave Age Discrimination in Employment Act of 19931967 (“ADEA,” a law that prohibits discrimination on the basis of age), as amended; (B) the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Family and Medical Leave Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, including, without limitation, the Illinois Whistleblower Act, 740 ILCS 174/1, et seq.; the Illinois Worker Adjustment and Retraining Notification Act, 820 ILCS 65/1, et seq.; the Illinois Human Rights Act, 775 ILCS 5/1-101, et seq.; the Xxxx County Human Rights Ordinance; the Chicago Human Rights Ordinance or any other legal limitation on or regulation of the employment relationship, and all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release Employer from (i) any rights Employee may have in respect of accrued vested benefits under the employee benefit plans of the Company and its parent and subsidiaries; (ii) any rights Employee may have to indemnification under the Company’s by-laws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies; or (iii) any rights Employee and Employee’s Related Parties may have to obtain as permitted by applicable law in the event of an entry of judgment against Employee and the Xxxx-Xxxxx Xxxx Street Reform Employer as a result of any act or failure to act for which Employee and Consumer Protection Act; (M) the Employer are held jointly liable. Employee further agrees that this Agreement may be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by Employee or Employee’s heirs or assigns. Employee understands and confirm that Employee is executing this Agreement voluntarily and knowingly, but that this Agreement does not affect Employee’s right to claim otherwise under ADEA. In addition, Employee shall not be precluded by this Agreement from filing a charge with any relevant federal, state or local administrative agency, but Employee agrees to waive Employee’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding. In furtherance of the agreements set forth above, Employee hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Employee acknowledges that Employee is aware that Employee may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Employee now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is Employee’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein. The Employer’s offer to Employee in this Agreement is not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by Employer. Employee acknowledges that Employee has not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or federal anti-discrimination foreign agency, court or anti-retaliation other body (each individually a “Proceeding”). Employee represents that Employee is not aware of any basis on which such a Proceeding could reasonably be instituted. Employee (i) acknowledges that Employee will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) waives any claim for right Employee may have to benefit in any alleged violation manner from any relief (whether monetary or otherwise) arising out of any public policy, contract, tort, or common lawProceeding, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses, including attorneys’ fees, related to any Released Claim; (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, or incentive or equity-based compensation plan or agreement) with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received Proceeding conducted by Employee pursuant to Section 2 (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Complete Release of Claims. (a) For good and valuable consideration, including In exchange for the consideration set forth in Section 2 herein (received by Executive herein, which such consideration Executive was not entitled to but for his entry into this Agreement, Executive hereby releases, discharges and any portion thereof), Employee forever releases and discharges acquits the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliatesits affiliates and subsidiaries, and each of the foregoing entities’ their respective past, present, present and future parentsmembers, subsidiaries, predecessors, successors, affiliates, assignsshareholders, owners, shareholdersinvestors, partners (including but not limited to general partners and limited partners, officers), directors, memberstrustees, officers, managers, employees, trustees, representatives, agents, attorneys, successorsheirs, administrators, fiduciarieslegal representatives, insurers, and employee benefit plans (including fiduciaries and administrators of any such plans) successors and assigns of the trustees foregoing, in their personal and fiduciaries of such plans representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Executive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter that actually or allegedly occurred, whether known or unknown, occurring on or prior to the Signing Datedate that Executive executes this Agreement, including, including without limitation any alleged violation through the date that Executive executes this Agreement of: (i) any alleged violation of: (A) the Family and Medical Leave Age Discrimination in Employment Act of 19931967, as amended; (Bii) Title VII of the Civil Rights Act of 1964, as amended; (Ciii) the Civil Rights Act of 1991, as amended; (Div) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (Ev) the Employee Executive Retirement Income Security Act of 1974, as amended (“ERISA”)amended; (Fvi) the Immigration Reform Control Act, as amended; (Gvii) the Americans US 9340655 with Disabilities Act of 1990, as amended; (Hviii) the National Labor Relations Act, as amended; (Iix) the Occupational Safety and Health Act, as amended; (Jx) the Genetic Information Nondiscrimination Family and Medical Leave Act of 2008; (K) the Fair Labor Standards Act of 19381993, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (Mxi) any local, state, state or federal anti-discrimination or anti-retaliation law, (xii) any state or federal wage and hour law; (Nxiii) any other local, state, state or federal law, regulation, regulation or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Partiesordinance; (iixiv) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful dischargelaw claim; (iiixv) any allegation for costs, fees, or other expenses, expenses including attorneys’ fees, related to any Released Claimfees incurred in the matters referenced herein; (ivxvi) any and all rights, benefits or claims Executive may have under the any employment contract (including without limitation the Employment Agreement) except to the extent expressly provided for under this Agreement; and (xvii) any and all claims Employee Executive may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, or incentive or equity-based compensation plan or agreement) agreement with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee Executive is simply agreeing that, in exchange for any the consideration received by Employee pursuant to Section 2 (and any portion thereof)recited in the first sentence of this paragraph, any and all potential claims of this nature that Employee Executive may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. By signing this Agreement, Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee Executive from filing any non-legally waivable claim, claim (including a challenge to the validity of this Agreement, ) with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, ) or other governmental comparable state or local agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, EEOC or other Governmental Authoritycomparable state or local agency; however, Employee Executive understands and agrees that Employee Executive is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, EEOC or other Governmental Authority comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first which arises after the Signing Datedate that this Agreement is executed by Executive, including any claim to enforce Employee’s rights under this Agreement; or (ii) any claim to any vested benefits under US 9340655 ERISA an executive benefit plan.
(c) Executive represents that canExecutive has not be released pursuant to ERISA; (iii) brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights to severance pay Executive has asserted or benefits pursuant to may have against any of the terms of this Agreement; or (iv) any right to receive an award for information provided Company Parties to any Governmental Authorities. In additionperson or entity, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefitsin each case, with respect to any Released Claims.
Appears in 1 contract
Samples: Separation and Release Agreement (Midstates Petroleum Company, Inc.)
Complete Release of Claims. (a) a. For good and valuable consideration, including the consideration set forth in Section 2 herein of the Separation Agreement (and any portion thereof), Employee, on behalf of Employee and Employee’s successors, heirs, affiliates, estate, assigns, and anyone purporting to claim through or on behalf of Employee, hereby forever releases releases, discharges and discharges acquits the Company, SelectGMR, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, and each of their respective direct and indirect subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present, present and future parents, subsidiaries, predecessors, successors, former affiliates, assigns, owners, shareholders, partners, officers, directors, members, managers, partners, directors, officers, employees, trustees, representatives, agents, attorneys, successorsheirs, administratorspredecessors, fiduciariessuccessors and assigns, insurersin their personal and representative capacities, and as well as all employee benefit plans maintained by the Company or any of its affiliates and the trustees all fiduciaries and fiduciaries administrators of any such plans (each a “Company Party” and, collectively, the “Company Parties”)plans, in their personal and representative capacities from(each, a “Confirming Release Company Party” and collectively, the “Confirming Release Company Parties”), from liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Employee’s employment or affiliation with any Company Party, the termination of such employment or affiliation, any equity or other interest held in any Company Party, and any other acts or omissions related to any matter occurring or existing on or prior to the date that actually Employee signs this Confirming Release (the “Confirming Release Signing Date”), whether arising under federal or allegedly occurredstate laws or the laws of any other jurisdiction, and whether known or unknown, on or prior to the Signing Date, including, including (i) any alleged violation of: (A) the Family and Medical Leave Age Discrimination in Employment Act of 1993, 1967 (including as amendedamended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (I) the Family and Medical Leave Act of 1993; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (L) the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Dxxx Xxxxx Xxxx Wall Street Reform and Consumer Protection Act of 2010; (K) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (L) the Worker Adjustment and Retraining Notification Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; and (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Partiesordinance; (ii) any claim for any alleged violation of any public policy, contract, tort, or common lawlaw claim, including any claim claims for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealingfiduciary duty, fraud, misrepresentation, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty implied covenant of good faith and fair dealing, wrongful discharge or wrongful dischargetermination, promissory estoppel, infliction of emotional distress, or tortious interference; (iii) any allegation claim for costs, fees, or other expenses, including attorneys’ fees, related to any Confirming Released ClaimClaim (as defined below); (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined belowAgreement) and or any other offer letter, employment contract, or incentive or equity-based compensation plan or agreement) agreement (including the LTIP and any awards or agreements issued pursuant thereto), with the Company or any other Confirming Release Company Party; (v) any claim (whether direct or derivative) arising from, or relating to, Employee’s status as a holder of any equity or other interests in the Company, GMR or any other Confirming Release Company Party; and (vi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Confirming Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR CONFIRMING RELEASE COMPANY PARTIES.
(ba) Notwithstanding In no event shall the Confirming Released Claims include (i) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be released pursuant to ERISA; (ii) any claim that may first arise after the Confirming Release Signing Date; (iii) any claim to enforce Employee’s rights that arise following the Confirming Release Signing Date under the Separation Agreement; (iv) future claims of sexual harassment or retaliation for reporting or asserting a right or remedy based on sexual harassment; or (v) any claims that cannot be waived as a matter of law, including claims for unemployment compensation benefits or workers’ compensation insurance benefits; provided, however, Employee acknowledges that the Company and any other Confirming Release Company Party may provide truthful information in response to any application for such benefits.
b. Further notwithstanding this release of liability, nothing in this Agreement Confirming Release prevents Employee from filing any non-legally waivable claim, claim (including a challenge to the validity of this Agreement, ) with the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission, Commission (“SEC”) or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, SEC or other federal, state or local governmental agency or commission (each a “Governmental AuthorityAgency” and collectively “Governmental Agencies”) or cooperating with such agency; however, Employee understands and agrees that that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any of the Confirming Release Company Party as a Parties based on any of the Confirming Released Claims, including any relief that may result of such EEOC, Securities and Exchange Commission, or other from any Governmental Authority Agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Nothing herein waives Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Employee and any Confirming Release Company Party shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Authorities. In addition, nothing herein prevents Agency; (ii) responding to any inquiry or legal process directed to Employee from seeking workers’ compensation any Governmental Agency; (iii) testifying, participating or unemployment insurance benefitsotherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Confirming Release requires Employee to obtain prior authorization before engaging in any conduct described in this Section 1(c) or to notify any Confirming Release Company Party that Employee has engaged in any such conduct.
Appears in 1 contract
Samples: Transition and Separation Agreement (Global Medical REIT Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including In exchange for the consideration set forth in Section 2 herein received by Xxxxxx herein, which consideration Xxxxxx was not entitled to but for Xxxxxx’x entry into this Agreement, Xxxxxx hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and any portion thereof), Employee forever releases and discharges the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliatessubsidiaries, and each of the foregoing entities’ respective past, present, present and future parentsmembers, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners (including general partners and limited partners, officers), directors, memberstrustees, officers, managers, employees, trustees, representatives, agents, attorneys, successorsheirs, administrators, fiduciarieslegal representatives, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the trustees successors and fiduciaries assigns of such plans the foregoing, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Xxxxxx’x ownership of any interest in any Company Party, Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter that actually or allegedly occurred, whether known or unknown, occurring on or prior to the Signing Datedate that Xxxxxx executes this Agreement, includingincluding any alleged violation through the date that Xxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including the Family and Medical Leave Age Discrimination in Employment Act of 19931967, as amended; amended (B) including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended; (C) , the Civil Rights Act of 1991; (D) , Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (EB) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (FC) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (HD) the National Labor Relations Act, as amended; (IE) the Occupational Safety and Health Act, as amended; (JF) the Genetic Information Nondiscrimination Family and Medical Leave Act of 20081993; (KG) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (OI) any other local local, state or state federal law, regulation, regulation or ordinance in a state ordinance; or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (iiJ) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful dischargelaw claim; (iiiii) any allegation for costs, fees, or other expenses, expenses including attorneys’ fees, related fees incurred in or with respect to any a Released Claim; (iviii) any and all rights, benefits or claims Employee Xxxxxx may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, or incentive compensation plan or equity-based compensation plan or with any Company Party (including any award agreement) with the Company or to any other ownership interest in any Company Party; and (viv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee Xxxxxx is simply agreeing that, in exchange for any consideration received by Employee him pursuant to Section 2 (and any portion thereof)2, any and all potential claims of this nature that Employee Xxxxxx may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Samples: Separation and General Release Agreement (ProPetro Holding Corp.)
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein 3 (and any portion thereof), Employee hereby forever releases and discharges the Company, SelectEVA, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLCHoldings, each of their respective affiliates, and each of the foregoing entities’ their respective past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective affiliates, assigns, owners, shareholders, partners, officers, directors, members, managers, employees, trustees, representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, and benefit plans and the trustees and fiduciaries of such plans plans, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities ) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating to any matter that actually or allegedly occurred, whether known or unknown, on or prior to the Signing Datedate that Employee executed this Agreement, including, (i) any alleged violation of: (A) the Family and Medical Leave Age Discrimination in Employment Act of 19931967, as amendedamended (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Family and Medical Leave Act of 2008; (K) the Fair Labor Standards Act of 19381993, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (MK) any local, state, or federal anti-discrimination or anti-retaliation law; and (NL) any other local, state, or federal law, regulation, or ordinance (including the laws Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, the Maryland Equal Pay Act, and Title 20 of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 Government Article of the Texas Labor Maryland Annotated Code, and the Texas Whistleblower Actall as amended); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful dischargelaw claim; (iii) any allegation for costs, fees, or other expenses, including attorneys’ fees, related to any Released Claim; (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and Agreement, any other offer letter, other employment contract, or incentive or equity-based compensation plan or agreementagreement (including the AICP)) with any Company Party; (v) any and all claims arising from, or relating to the Company LTIP or Employee’s status as a holder of the phantom units described therein; (vi) any and all claims arising from, or relating to, the LP Agreement (as defined below) or Employee’s status as a holder of the Holdings Units (as defined below) or any other interests in Holdings, EVA, or any other Company Party; and (vvii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 (and any portion thereof)3, any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, ) or other governmental agency comparable state or governmental authority (collectively, “Governmental Authorities”)local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, EEOC or other Governmental Authoritycomparable state or local agency; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, EEOC or other Governmental Authority comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Datedate this Agreement is executed by Employee, including any claim to enforce Employee’s rights under this Agreement; , or (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; , or (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 provided herein (and any portion thereof)) Employee, on behalf of Employee and Employee’s successors, heirs, affiliates, estate, assigns, and anyone purporting to claim through or on behalf of Employee, hereby forever releases releases, discharges and discharges acquits the Company, SelectGMR, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, and each of their respective direct and indirect subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present, present and future parents, subsidiaries, predecessors, successors, former affiliates, assigns, owners, shareholders, partners, officers, directors, members, managers, partners, directors, officers, employees, trustees, representatives, agents, attorneys, successorsheirs, administratorspredecessors, fiduciariessuccessors and assigns, insurersin their personal and representative capacities, and as well as all employee benefit plans maintained by the Company or any of its affiliates and the trustees all fiduciaries and fiduciaries administrators of any such plans plans, in their personal and representative capacities (each each, a “Company Party” and, and collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Employee’s employment or affiliation with any Company Party, the termination of such employment or affiliation, any equity or other interest held in any Company Party, and any other acts or omissions related to any matter that actually occurring or allegedly occurred, whether known or unknown, existing on or prior to the Signing Date, includingwhether arising under federal or state laws or the laws of any other jurisdiction, and whether known or unknown, including (i) any alleged violation of: (A) the Family and Medical Leave Age Discrimination in Employment Act of 1993, 1967 (including as amendedamended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (I) the Family and Medical Leave Act of 1993; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (L) the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Dxxx Xxxxx Xxxx Wall Street Reform and Consumer Protection Act of 2010; (K) the Maryland Equal Pay Act or Title 20 of the State Government Article of the Maryland Annotated Code; (L) the Worker Adjustment and Retraining Notification Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; and (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (O) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Partiesordinance; (ii) any claim for any alleged violation of any public policy, contract, tort, or common lawlaw claim, including any claim claims for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealingfiduciary duty, fraud, misrepresentation, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty implied covenant of good faith and fair dealing, wrongful discharge or wrongful dischargetermination, promissory estoppel, infliction of emotional distress, or tortious interference; (iii) any allegation claim for costs, fees, or other expenses, including attorneys’ fees, related to any Released ClaimClaim (as defined below); (iv) any and all claims Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined belowAgreement) and or any other offer letter, employment contract, or incentive or equity-based compensation plan or agreementagreement (including the LTIP and any awards or agreements issued pursuant thereto), with any Company Party; (v) with any claim (whether direct or derivative) arising from, or relating to, Employee’s status as a holder of any equity or other interests in the Company Company, GMR or any other Company Party; and (vvi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any consideration received by Employee pursuant to Section 2 (and any portion thereof), any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding In no event shall the Released Claims include (i) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be released pursuant to ERISA; (ii) any claim that may first arise after the Signing Date; (iii) any claim to enforce Employee’s rights under this Agreement; (iv) future claims of sexual harassment or retaliation for reporting or asserting a right or remedy based on sexual harassment; or (v) any claims that cannot be waived as a matter of law, including claims for unemployment compensation benefits or workers’ compensation insurance benefits; provided, however, Employee acknowledges that the Company and any other Company Party may provide truthful information in response to any application for such benefits.
(c) Further notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, claim (including a challenge to the validity of this Agreement, ) with the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission, Commission (“SEC”) or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, SEC or other federal, state or local governmental agency or commission (each a “Governmental AuthorityAgency” and collectively “Governmental Agencies”) or cooperating with such agency; however, Employee understands and agrees that that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any of the Company Party as a Parties based on any of the Released Claims, including any relief that may result of such EEOC, Securities and Exchange Commission, or other from any Governmental Authority Agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Nothing herein waives Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Employee and any Company Party shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Authorities. In addition, nothing herein prevents Agency; (ii) responding to any inquiry or legal process directed to Employee from seeking workers’ compensation any Governmental Agency; (iii) testifying, participating or unemployment insurance benefitsotherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in this Section 4(c) or to notify any Company Party that Employee has engaged in any such conduct.
Appears in 1 contract
Samples: Transition and Separation Agreement (Global Medical REIT Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration set forth in Sections 3 of the Agreement and Section 2 herein 11. 1 of the Confidentiality Agreement (and any portion thereof), Employee Executive hereby forever releases and discharges the Company, Selecteach of the other FINV Entities, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, and each of their respective affiliates, and each of the foregoing entities’ respective past, present, and future parents, subsidiaries, predecessors, successors, affiliatesassigns or affiliated entities, assigns, along with each of the foregoing entities’ respective owners, shareholdersstockholders, partners, officers, directors, members, managers, employees, trustees, representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, insurers and benefit plans and the trustees and fiduciaries of such plans (each a “Company Party” and, collectively, the “Company Parties”)plans, in their personal and representative capacities (collectively the “Confirming Release Company Parties”), from, and Employee waives, Executive hereby waives any and all claims, demands, liabilities, liabilities and causes of action, whether statutory or at common law, including including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, ; and all claims or causes of action relating to any matter that actually or allegedly occurred, whether known or unknown, occurring on or prior to the Signing Datedate that Executive executed this Release, including, without limitation, (i) any alleged violation of: (A) the Family and Medical Leave Act of 1993, as amended; (B1) Title VII of the Civil Rights Act of 1964, as amended; (C2) the Civil Rights Act of 1991; (D3) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E4) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended; (F5) the Immigration Reform Control Act, as amended; (G6) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H7) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act) and amendments to those laws; (8) the Occupational Safety and Health Act, as amended; (9) the Family and Medical Leave Act of 1993, as amended; (10) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act); and (O11) any local, state or federal anti-discrimination or anti-retaliation law; (12) any other local local, state or state federal law, regulation, regulation or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Partiesordinance; (ii) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful dischargelaw claim; (iii) any allegation for costs, fees, or other expenses, expenses including attorneys’ fees, related to any Released Claimfees incurred in the matters referenced herein; and (iv) any and all claims Employee Executive may have arising under or as the result of any alleged breach of any contract employment agreement, the Frank’s International N.V. 2013 Long-Term Incentive Plan (including the Employment Agreement (as defined below) and any award granted thereunder) or any other offer letter, employment contract, or incentive or equity-based compensation plan or agreement) with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) other compensation plan or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in agreement with any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee Executive is simply agreeing that, in exchange for any the consideration received by Employee pursuant to Section 2 (and any portion thereof)him as a result of his execution of this Confirming Release, any and all potential claims of this nature that Employee Executive may have against the Company or the other Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement Confirming Release prevents Employee Executive from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, the Release with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, ) or other governmental agency comparable state or governmental authority (collectively, “Governmental Authorities”)local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, EEOC or other Governmental Authoritycomparable state or local agency; however, Employee Executive understands and agrees that Employee he is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, EEOC or other Governmental Authority comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the Confirming Released Claims include any claim which arises after the date this Confirming Release is executed by Executive, including: (i) any claim that first arises after the Signing Date, including any claim to enforce EmployeeExecutive’s rights under this the Separation Agreement or the Confidentiality Agreement; or (ii) any claim to any vested benefits under US 9340655 an employee benefit plan governed by ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or for benefits pursuant to under the terms of Texas Labor Code for unemployment compensation. Nothing in this Agreement; or (iv) any right Release limits Executive’s right, if any, to receive an award for information provided to the SEC or any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefitsother Government Agency.
Appears in 1 contract
Samples: Transition and Separation Agreement (Frank's International N.V.)
Complete Release of Claims. (a) For good and valuable consideration, including In exchange for the consideration set forth in Section 2 herein (received by Gobe herein, which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe hereby releases, discharges and any portion thereof), Employee forever releases and discharges acquits the Company, SelectParent, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of and their respective affiliatesAffiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present, present and future parentsmembers, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners (including general partners and limited partners, officers), directors, memberstrustees, officers, managers, employees, trustees, representatives, agents, attorneys, successorsheirs, administrators, fiduciarieslegal representatives, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the trustees successors and fiduciaries assigns of such plans the foregoing, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter that actually or allegedly occurred, whether known or unknown, occurring on or prior to the Signing Datedate that Gobe executes this Agreement, including, including (i) any alleged violation through such date of: (A) the Family and Medical Leave Act of 1993any federal, as amended; (B) state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended; (C) , the Civil Rights Act of 1991; (D) , Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (EB) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended; (FC) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (HD) the National Labor Relations Act, as amended; (IE) the Occupational Safety and Health Act, as amended; (JF) the Genetic Information Nondiscrimination Family and Medical Leave Act of 20081993; (KG) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (OI) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local local, state or state federal law, regulation, regulation or ordinance in a state ordinance; or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (iiK) any claim for any alleged violation of any public policy, contract, tort, or common law, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful dischargelaw claim; (iiiii) any allegation for costs, fees, or other expenses, expenses including attorneys’ fees, related fees incurred in or with respect to any a Released Claim; (iviii) any and all rights, benefits or claims Employee Gobe may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, severance plan, incentive compensation plan, or incentive or equity-equity based compensation plan or with any Company Party (including any award agreement) with the Company or to any other ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (viv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee Gobe is simply agreeing that, in exchange for any consideration received by Employee him pursuant to Section 2 (and any portion thereof)2, any and all potential claims of this nature that Employee Gobe may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.
Appears in 1 contract
Complete Release of Claims. (a) For good and valuable consideration, including the Company’s agreement to provide the consideration set forth in Section 2 described herein (and any portion part thereof), Employee hereby forever releases releases, discharges and discharges acquits the Company, SelectQ Power, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Insperity PEO Services, LLCL.P. (“Insperity”), each of their respective parents, subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present, present and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directorsstockholders, members, managers, employeespartners, trusteesdirectors, representativesofficers, employees (specifically including. Xxxxx in his personal and representative capacity), professional employer organizations, agents, attorneys, successorsheirs, administratorspredecessors, fiduciariessuccessors and representatives, insurersin their personal and representative capacities, and as well as all employee benefit plans maintained by the Company or any of its affiliates and the trustees all fiduciaries and fiduciaries administrators of any such plans plans, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims damages or causes of action relating of any kind related to Employee’s employment or affiliation with any Company Party and any other acts or omissions related to any matter that actually occurring or allegedly occurredexisting, whether known or unknown, on or prior to the Signing Date, whether arising under federal or state laws or the laws of any other jurisdiction, including, : (i) any alleged violation through such time of: (A) the Family and Medical Leave Act of 1993any federal, as amended; (B) state or local anti-discrimination or anti-retaliation law, including Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) , and Sections 1981 through 1988 of Title 42 of the United States Code, as amendedthe Americans with Disabilities Act of 1990; (EB) the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (FC) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (J) the Genetic Information Nondiscrimination Act of 2008; (K) the Fair Labor Standards Act of 1938, as amended; (LD) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (ME) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any locallaw, stateregulation or ordinance or orders under New York State law, or federal antithe New York State Human Rights Law, the New York Labor Law, the New York Retaliatory Action By Employers Law, Section 125 of the New York Workers’ Compensation Law, Article 23-discrimination or antiA of the New York Correction Law, the New York Civil Rights Law, the New York Wage-retaliation lawHour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law and the New York City Earned Sick Leave Law; (NH) any other local, state, state or federal law, regulation, ordinance or ordinance including the laws orders which may have afforded any legal or equitable causes of the State action of Texas and the Texas Labor Code any nature; or (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (OI) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, tort or common lawlaw claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, fees or other expenses, expenses including attorneys’ feesfees incurred in, related to any or with respect to, a Released Claim; (iviii) any and all claims Employee may have arising under any employment contract or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letteragreement, employment contract, or incentive or equity-based compensation plan or agreementunder any other benefit plan, program or practice; (iv) with any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a member or holder of any interest in any Company Party, including all claims arising from or relating to the Company Equity Agreements or any other Company Partythe Q Power Award Agreements; and (v) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any the consideration received by Employee pursuant to Section 2 (and any portion thereof)through this Agreement, any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. THIS RELEASE INCLUDES MATTERS KNOWN ATTRIBUTABLE TO THE SOLE OR UNKNOWN AND PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
(b) In entering into this Agreement, Employee expressly represents and warrants that the has not violated any laws with respect to, or in the course of duties on behalf of, the Company or any of its affiliates, and he has not committed any fraudulent or criminal act with respect to, or in the course of duties on behalf of, the Company or any of its affiliates. In express reliance on the representation and warranty in the previous sentence, and subject to the accuracy of such representation and warranty, the Company (on its behalf and on behalf of its affiliates) and Xxxxx (in his personal and representative capacity), each hereby agree to release and forever discharge Employee from any and all known claims, damages, or causes of action of any kind related to Employee’s employment or affiliation with any Company Party and any other acts or omissions related to any matter occurring or existing on or prior to the Signing Date, whether arising under federal or state laws or the laws of any other jurisdiction, including: (i) any alleged violation through such time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, (B) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (C) any public policy, contract, tort or common law claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of implied duty of good faith and fair dealing, breach of implied or express contract or breach of fiduciary duty or wrongful discharge; (D) any and all claims Company or Xxxxx may have under any employment contract or any other agreement, incentive or compensation plan or under any other benefit plan, program or practice; (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a member or holder of any interest in any Company Party, including all claims arising from or relating to the Company Equity Agreements or the Q Power Award Agreements, and (E) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE COMPANY OR COMPANY PARTIESEMPLOYEE.
(bc) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, New York State Division of Human Rights, New York City Commission (“EEOC”)on Human Rights, Occupational Safety and Health Administration, Securities and Exchange Commission, or other federal, state or local governmental agency or governmental authority commission (collectively, collectively “Governmental AuthoritiesAgencies”), ) or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other any Governmental AuthorityAgency; however, Employee understands and agrees that that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Datedate this Agreement is executed by Employee, including (ii) any claim to enforce Employee’s rights under this Agreement; or (iiiii) any claim to any vested benefits under US 9340655 an employee benefit plan that is subject to ERISA and that cannot be released pursuant to waived by ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing Nothing herein prevents will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.
(d) Employee represents and warrants that, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any lawsuit, complaints, appeals, charges or claims against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee further represents and warrants that Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claim. Employee also confirms that he has no known workplace injuries or occupational diseases.
Appears in 1 contract
Samples: Transition and Separation Agreement (Stronghold Digital Mining, Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein 4 (and any portion thereof), Employee Executive forever releases and discharges the Company, Select, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective affiliates, Company and each of the foregoing entities’ respective past, present, and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directors, members, managers, employees, trustees, representatives, agents, attorneys, successors, administrators, fiduciaries, insurers, and benefit plans and the trustees and fiduciaries of such plans (each a “other Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities Parties from, and Employee Executive waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating to any matter that actually or allegedly occurred, whether known or unknown, on or prior to the Signing Datedate that Executive executed this Agreement, including, (i) any alleged violation of: (A) the Family and Medical Leave Act of 1993, as amended; (B) Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (I) the Occupational Safety and Health Act, as amended; (JI) the Genetic Information Nondiscrimination Act of 2008; (KJ) the Fair Labor Standards Act of 1938, as amended; (LK) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act) (the “ADEA”); (M) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; , (MN) any other local, state, or federal anti-discrimination or anti-retaliation law; (NO) any other local, state, or federal law, regulation, or ordinance including under Maryland State law, the laws Maryland Equal Pay Act, and Title 20 of the State of Texas and the Texas Labor Code (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 Government Article of the Texas Labor Maryland Annotated Code, and the Texas Whistleblower Act)all as amended; and (OP) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee Executive worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, or common lawlaw claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or any implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iii) any allegation for costs, fees, or other expenses, including attorneys’ fees, related to any Released Claim; (iv) any and all claims Employee Executive may have arising under or as the result of any alleged breach of any contract (including any offer letter or employment contract (including the Employment Agreement (as defined below) and any other offer letter, employment contractAgreement), or incentive or equity-based compensation plan or agreementagreement (including the LTIP, Grant Agreements, and Other RSU Award Agreements (as defined below))) with the Company or any other Company Party; (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) LTIP or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to EmployeeExecutive’s status as a holder of performance share the phantom units or shares of restricted stockstock described therein or any other claims, whether direct or otherwise derivative, arising (whether directly or derivately) as the result of Employee from being a an equity holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee Xxxxxxxxx is simply agreeing that, in exchange for any consideration received by Employee Executive pursuant to Section 2 (and any portion thereof)4, any and all potential claims of this nature that Employee Executive may have against the Company or the and any other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee Executive from filing any non-legally waivable claim, including a challenge to the validity of this AgreementAgreement or the ADEA release contained herein, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, ) or other governmental agency comparable state or governmental authority (collectively, “Governmental Authorities”)local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, EEOC or other Governmental Authoritycomparable state or local agency; however, Employee Executive understands and agrees that Employee Executive is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, EEOC or other Governmental Authority comparable state or local agency proceeding or subsequent legal actions. Further, nothing herein prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, or making disclosures to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority, and nothing herein will require Executive to inform any Company Party that he has made such a charge, complaint or disclosure or that he is engaging in such cooperation.
(c) In no event shall the Released Claims include (i) any claim that first arises after the Signing Datedate this Agreement is executed by Executive, including any claim to enforce EmployeeExecutive’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities; or (iv) rights to indemnification as an officer of Enviva Inc. (including under Executive’s Indemnification Agreement with Enviva Inc. dated December 31, 2021) or the Company or as an insured under any directors and officers insurance policy of either of them. In addition, nothing Nothing herein prevents Employee Executive from seeking unemployment insurance or workers’ compensation or unemployment insurance benefits; provided, however, the Company may provide truthful information in response to any application for such benefits.
(d) Executive confirms that Executive has no known workplace injuries or occupational diseases.
Appears in 1 contract
Samples: Separation and General Release Agreement (Enviva Inc.)
Complete Release of Claims. (a) For good and valuable consideration, including the consideration set forth in Section 2 herein (receipt and any portion thereof)sufficiency of which is hereby acknowledged, Employee hereby forever releases releases, discharges and discharges acquits the Company, Selectits parents, Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present, present and future parents, subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners, officers, directorsstockholders, members, managers, partners, directors, officers, employees, trustees, representativesprofessional employer organizations, agents, attorneys, successorsheirs, administratorspredecessors, fiduciariessuccessors and representatives, insurers, in their personal and representative capacities as well as all employee benefit plans maintained by the Company or any of its affiliates and the trustees all fiduciaries and fiduciaries administrators of any such plans plans, in their personal and representative capacities (each a “Company Party” and, collectively, the “Company Parties”), in their personal and representative capacities fromfrom liability for, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action relating of any kind related to Employee’s employment with any Company Party, the termination of such employment, ownership of the Company or any other Company Party and any other acts or omissions related to any matter that actually or allegedly occurred, whether known or unknown, on or prior to the Signing Datedate that Employee executes this Agreement, includingwhether arising under federal or state laws or the laws of any other jurisdiction, including (i) any alleged violation through such date of: (A) the Family and Medical Leave Act of 1993any federal, as amended; (B) state or local anti-discrimination or anti-retaliation law, including Title VII of the Civil Rights Act of 1964, as amended; (C) the Civil Rights Act of 1991; (D) , Sections 1981 through 1988 of Title 42 of the United States Code, as amendedand the Americans with Disabilities Act of 1990; (EB) the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”); (FC) the Immigration Reform Control Act, as amended; (G) the Americans US 9340655 with Disabilities Act of 1990, as amended; (HD) the National Labor Relations Act, as amended; (IE) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act of 1993; (G) any federal, as amendedstate or local wage and hour law; (H) the Securities Act of 1933; (I) the Securities Exchange Act of 1934; (J) the Genetic Information Nondiscrimination Investment Advisers Act of 20081940; (K) the Fair Labor Standards Investment Company Act of 1938, as amended1940; (L) the Private Securities Litigation Reform Act of 1995; (M) the Xxxxxxxx-Xxxxx Act of 2002 and 2002; (N) the Xxxx-Xxxxx Xxxx Wall Street Reform and Consumer Protection ActAct of 2010; (MO) any local, state, or federal anti-discrimination or anti-retaliation lawother applicable employment and securities laws; (NP) any other local, state, state or federal law, regulation, ordinance or ordinance including the laws orders which may have afforded any legal or equitable causes of the State action of Texas and the Texas Labor Code any nature; or (including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (OQ) any other local or state law, regulation, or ordinance in a state or jurisdiction where Employee worked on behalf of the Company or any of the other Company Parties; (ii) any claim for any alleged violation of any public policy, contract, tort, or common law, including any law claim or claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses, expenses including attorneys’ feesfees incurred in, related to any or with respect to, a Released Claim; (iviii) any and all rights, benefits, or claims Employee may have arising under or as the result of any alleged breach of any employment contract (including the Employment Agreement (as defined below) Letter), and any other offer letter, employment contract, or incentive or equity-based compensation plan or agreementagreement (including the Equity Incentive Plan and Option Agreement) with the Company or under any other Company Party; (v) any claim for compensation benefit plan, program or benefits of any kind practice not expressly set forth in this Agreement; and (viiv) any and all claims arising fromclaims, whether direct or relating toderivative, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest an equityholder in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for any the consideration received by Employee pursuant to Section 2 (and any portion thereof)through this Agreement, any and all potential claims of this nature that Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised, compromised and waived. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES.
(b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”)Commission, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission, Commission or other federal, state or local governmental agency or governmental authority commission (collectively, collectively “Governmental AuthoritiesAgencies”), ) or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other any Governmental AuthorityAgency; however, Employee understands and agrees that that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any a Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Datedate this Agreement is executed by Employee, including (ii) any claim to enforce Employee’s rights under this Agreement; or (iiiii) any claim to any vested benefits under US 9340655 ERISA an employee benefit plan that cannot be released pursuant is subject to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing Nothing herein prevents will prevent Employee from seeking workers’ compensation or unemployment insurance benefits.
(c) Employee represents and warrants that, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any lawsuit, complaints, appeals, charges or claims against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee further represents and warrants that Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claim. Employee also confirms that he has no known workplace injuries or occupational diseases.
Appears in 1 contract
Samples: Transition and Separation Agreement (1847 Goedeker Inc.)