Common use of Complete Release Clause in Contracts

Complete Release. Executive hereby fully releases the Company and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and attorneys of such subsidiaries and affiliates (collectively, the “Released Parties”), from any and all known or unknown claims or demands Executive may have against any of them. Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Released Party arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including claims arising out of the negligence or gross negligence of any Released Party and claims of express or implied defamation by any Released Party), and any federal, state or other governmental statute, regulation or ordinance, including those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and the Occupational Safety and Health Act. Executive represents that he has not assigned to any other person any of such claims and that he has the full right to grant this release. Notwithstanding any other provision herein, Executive and the Company agree that Executive is not waiving any claims that may arise under the Age Discrimination in Employment Act after this Agreement is executed, any claim for benefits under the Company’s health and welfare or other benefit plans or any future claims based on the Company’s obligations and agreements set forth in this Agreement. Executive further agrees that he will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company or that is based on facts about which Executive obtained personal knowledge while employed with the Company. Executive’s compliance with a subpoena or other legally compulsive process will not be a violation of this provision.

Complete Release. Executive hereby fully releases the Company Dell and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures ventures, and affiliates, affiliates (and agents, directors, officers, employees, representatives representatives, and attorneys of such subsidiaries and affiliates affiliates) (collectively, the “Released Parties”), from any and all known or unknown claims or demands Executive may have against any of them. Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Released Party arising out of any contract, express or implied, and whether executory or not, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including claims arising out of the negligence or gross negligence of any Released Party and claims of express or implied defamation by any Released Party), and any federal, state state, or other governmental statute, regulation regulation, or ordinance, including including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 19641964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Executive represents that he Executive has not assigned to any other person any of such claims and that he Executive has the full right to grant this release. Notwithstanding any other provision herein, Dell and Executive and the Company agree that Executive is not waiving any claims that may arise in the future under the Age Discrimination in Employment Act after this Agreement is executedAct, any claim for benefits under the CompanyDell’s health and welfare or other retirement benefit plans plans, or any future claims based on the CompanyDell’s obligations and agreements set forth in this Agreement. Executive further agrees acknowledges and understands that he two alleged discrimination class action lawsuits have been filed against Dell and are currently pending in federal court in Texas. The captions of these cases are Xxxxxx, et al. v. Dell, Inc., 1:08-cv-00804-JRN (W.D. Tex. Oct. 29, 2008) (the “Xxxxxx action”); and Xxxxxxx, et al. v. Dell, Inc., CV-08-4945 (N.D. Cal. Oct. 29, 2008) (the “Xxxxxxx action”). The Xxxxxxx action has been transferred to Texas by court order. Executive acknowledges and understands that as an employee age 40 or older, Executive is a potential member of the alleged class in the Xxxxxxx action. No court has yet ruled on whether either case may proceed as a class action and Dell denies the allegations in both complaints. Executive understands that by signing this Agreement, Executive is releasing any and all claims Executive might have in either action. If Executive decides not to sign this Agreement, Dell will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company or that is based on facts about which Executive obtained personal knowledge while employed with the Company. retaliate against Executive’s compliance with a subpoena or other legally compulsive process will not be a violation of this provision.

Complete Release. Executive hereby fully releases the Company and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and attorneys of such subsidiaries and affiliates (collectively, the “Released Parties”), from any and all known or unknown claims or demands Executive may have against any of them. Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Released Party arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including claims arising out of the negligence or gross negligence of any Released Party and claims of express or implied past or future defamation by any Released Party), and any federal, state or other governmental statute, regulation or ordinance, including those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and the Occupational Safety and Health Act. Executive represents that he has not assigned to any other person any of such claims and that he has the full right to grant this release. Notwithstanding any other provision herein, Executive and the Company agree that Executive is not waiving any claims that may arise in the future under the Age Discrimination in Employment Act after this Agreement is executedAct, any claim for benefits under the Company’s health and welfare or other benefit plans or any future claims based on the Company’s obligations and agreements set forth in this Agreement. Executive further agrees that he will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial or investigatory proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company or that is based on facts about which Executive obtained personal knowledge while employed with the Company. Executive’s compliance with a subpoena or other legally compulsive process will not be a violation of this provision.

Complete Release. Executive hereby fully releases the Company and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and attorneys of such subsidiaries and affiliates (collectively, the “Released Parties”), from any and all known or unknown claims or demands Executive may have against any of them. Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Released Party arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including claims arising out of the negligence or gross negligence of any Released Party and claims of express or implied defamation by any Released Party), and any federal, state or other governmental statute, regulation or ordinance, including those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act and the Occupational Safety and Health Act. Executive represents that he has not assigned to any other person any of such claims and that he has the full right to grant this release. Notwithstanding any other provision herein, Executive and the Company agree that Executive is not waiving any claims that may arise under the Age Discrimination in Employment Act after this Agreement is executed, any claim for benefits under the Company’s health and welfare or other benefit plans or any future claims based on the Company's obligations under this Agreement or any future claim by Executive for indemnification pursuant to the terms of the Company's Certificate of Incorporation or Bylaws or for insurance coverage or recovery under any liability insurance policy carried by the Company for the benefits of its directors and officers. Company and Executive hereby acknowledge and agree that if any claim is asserted against Executive for which such indemnification or insurance coverage is or may be available, Executive shall be entitled to be represented by legal counsel (other than the Company’s obligations in-house counsel) at the Company’s expense. Such legal counsel shall be selected by the Company and agreements set forth may be outside counsel that also represents the Company or other related defendants (unless the Company’s outside counsel determines that it is appropriate for Executive to be represented by separate counsel, in this Agreementwhich case such separate counsel shall be selected by Executive with the reasonable approval of the Company). Executive further agrees that he will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company or that is based on facts about which Executive obtained personal knowledge while employed with the Company. Executive’s compliance with a subpoena or other legally compulsive process will not be a violation of this provision. Notwithstanding the provisions of the immediately preceding paragraph, nothing in this Agreement shall interfere with Executive's right to file a charge with a governmental agency or to cooperate with a governmental investigation, although Executive will not be able to recover monetary damages in any suit brought by a governmental agency or otherwise, unless the waiver contained in this Agreement is held to be unenforceable, and even then, only to the extent it is held to be unenforceable. Executive and the Company agree that the provisions of this Paragraph 5 are a material part of this Agreement and the Company would not enter into this Agreement without them.

Complete Release. Executive hereby fully releases the Company and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and attorneys of such subsidiaries and affiliates (collectively, the “Released Parties”), from any and all known or unknown claims or demands Executive may have against any of them. Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Released Party arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or negligent, including claims arising out of the negligence or gross negligence of any Released Party and claims of express or implied defamation by any Released Party), and any federal, state or other governmental statute, regulation or ordinance, including those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act Act, and the Occupational Safety and Health Act. Executive represents that he has not assigned to any other person any of such claims and that he has the full right to grant this release. Notwithstanding any other provision herein, Executive and the Company agree that Executive is not waiving any claims that may arise under the Age Discrimination in Employment Act after this Agreement is executed, any claim for benefits under the Company’s health and welfare or other benefit plans or any future claims based on the Company’s obligations and agreements set forth in this Agreement. Executive further agrees that he will not voluntarily become a party to, or directly or indirectly aid or encourage any other party in connection with, any lawsuit, claim, demand or adversarial proceeding of any kind involving the Company or any of the Released Parties that relates in any material way to his employment with the Company or that is based on facts about which Executive obtained personal knowledge while employed with the Company. Executive’s compliance with a subpoena or other legally compulsive process will not be a violation of this provision. Notwithstanding anything herein to the contrary, Executive is not waiving any claims or releasing any Released Party from claims (i) based on acts occurring after the date hereof, (ii) arising in the future out of any written agreement that remains in full force and effect following the Termination Date (including this Agreement), (iii) for unemployment compensation, state disability insurance benefits or other statutorily protected post-employment benefits, (iv) for pension, retiree, health, vision, dental or similar benefits pursuant to the Employee Retirement Income Security Act of 1974, as amended, (v) relating to Executive’s right to indemnity (including advancement of expenses) in connection with Executive’s defense of any third party claims or actions, and any right Executive has or may have to the benefits of any D&O or E&O insurance in connection with Executive’s defense of any third party claims or actions, whether pursuant to any of the Company’s charter or other organizational documents, any contracts, any laws or otherwise (which such rights to indemnity and insurance shall not be terminated or diminished in any respect) or (vi) that cannot be released as a matter of law, including claims for worker’s compensation or unemployment benefits.