Common use of Complete Release Clause in Contracts

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 3 contracts

Samples: Employment Agreement (Calumet Specialty Products Partners, L.P.), Employment Agreement (Calumet Specialty Products Partners, L.P.), Employment Agreement (Calumet Specialty Products Partners, L.P.)

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Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company Employer and its direct and indirect, past present and future, parents, subsidiariessubsidiaries (including without limitation MERI), affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Employer Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Employer Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company Employer or any Company ReleaseeMERI, and the termination of such relationship or service service, (the “Release”); provided, however, that this Release shall not apply to Employer’s obligations under this Agreement. This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesexecuted.

Appears in 2 contracts

Samples: Employment Agreement (Mariner Energy Inc), Employment Agreement (Mariner Energy Resources, Inc.)

Complete Release. On behalf As a condition to and in consideration of Executive receiving the consideration described in Section 2 of the Separation Agreement (“Agreement”) between EZCORP, Inc. (together with its subsidiary and Executive’s heirs affiliated companies, collectively “Company”) and assignsXxxxx Xxxxxxxxxx (“Xxxxxxxxxx”), Executive fully Xxxxxxxxxx hereby hereby releases Company (which specifically includes but is not limited to EZCORP, Inc., and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products PartnersTexas EZPAWN, L.P.), divisionsalong with the employees, predecessors, successors, and assigns, and, with respect to all such entities, their partners, membersagents, shareholders, ownersdirectors, officers, directorscontractors, attorneysand attorneys of any of them, agents, representatives and employees (collectively, the “Company Releasees”), ) from any and all claims, claims or demands, damageswhether known or unknown, lossesand whether asserted on an individual or a class or collective basis, expenses, liabilities and causes which Xxxxxxxxxx may have or claim to have against any of action them. This complete release of all claims includes but is not limited to a complete release of any claims (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns Xxxxxxxxxx may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected Xxxxxxxxxx’x employment with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includesthat employment, without limitation, as well as any claims arising out of any contract (contract, express or implied); , any covenant of good faith and fair dealing, express or implied, any tort (whether based on negligenceincluding negligence by Company or anyone else), gross negligenceany claim to equity, stock, stock options, stock units, or intentional conduct); or other ownership interest in Company, and any federal, statestate or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or local law, the payment of wages or benefits including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Age Discrimination in Employment Civil Rights Act and of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“ERISACOBRA”), and the Occupational Safety and Health Act. Xxxxxxxxxx represents Xxxxxxxxxx has not assigned to any other than benefits person any such claims and that Executive Xxxxxxxxxx has the full right to grant this release. Notwithstanding the foregoing, Xxxxxxxxxx is entitled not waiving any future claims based on Company’s obligations under the Agreement or any future claim by Xxxxxxxxxx for indemnification pursuant to under the terms of an ERISA planCompany’s Certificate of Incorporation or Bylaws or for insurance coverage or recovery under any liability insurance policy carried by Company for the benefit of its directors and officers. This Release does not include Company and Xxxxxxxxxx hereby acknowledge that if any claim is asserted against Xxxxxxxxxx for which such indemnification or insurance coverage is or may be available, Xxxxxxxxxx shall be entitled to be represented by legal counsel (iother than Company’s in-house counsel) any claims under the Age Discrimination in Employment Act at Company’s expense. Such legal counsel shall be selected by Company and may be outside counsel that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against also represents the Company in respect of or other related defendants (unless the Company’s Continuing Obligations (as defined outside counsel determines that it is appropriate for Xxxxxxxxxx to be represented by separate counsel, in Section 4) to which case such separate counsel shall be selected by Xxxxxxxxxx with the Executive (regardless reasonable approval of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company ReleaseesCompany).

Appears in 1 contract

Samples: Separation Agreement (Ezcorp Inc)

Complete Release. On behalf of (a) In consideration for those payments described in the Consulting Agreement, which are payable only in the event that Executive and Executive’s heirs and assignsexecutes this Release, Executive fully releases Company agrees to and its direct hereby does knowingly and indirectvoluntarily release and discharge the Company, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entitiesWestern Union, their partnerssubsidiaries and Affiliates, memberstheir agents, shareholdersexecutives, ownersdirectors, officers, directorsemployees, attorneysand their predecessors and successors, including the subsidiaries, Affiliates, agents, representatives executives, directors, officers and employees of such predecessors and successors (collectively, the “Company ReleaseesReleased Parties”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) and demands of any kind and character (collectivelykind, “Claims”), whether known or unknown, that Executivewhich Executive has, his heirsor ever has had and which are based on acts or omissions occurring up to and including the date of this Release. Included in the release set forth in the preceding sentence, executorswithout limiting its scope, administratorsare claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act of 1967 (“ERISAADEA”), each as amended, as well as any other than benefits federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Release waives a claim which by law cannot be waived. Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) waive claims, causes of action or demands of any claims under the Age Discrimination in Employment Act kind that may arise after the date this Agreement Release is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Release, or (iv) claims, causes of action or demands of any claims kind that may arise after the date this Release is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Release waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Release shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Release the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may have bring a claim against the Company in respect to enforce this Release or to challenge the validity of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) this Release under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company ReleaseesADEA.

Appears in 1 contract

Samples: Mutual Separation Agreement (Western Union CO)

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successorsIn exchange for, and assignsin consideration of the commitments of the Company provided in Paragraph 1 of the First Release, andEmployee agrees to release the Company, any company that was or is directly or indirectly the parent or subsidiary of, related to or affiliated with respect to all such entitiesthe Company, their partnersany Company benefit plans and the employees, membersadministrators, shareholders, owners, officers, directors, attorneysfiduciaries, agents, representatives officers and employees (collectivelydirectors of any of them, the “Company Releasees”)and any predecessors, successors or assigns, from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns demands Employee may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executiverelating to Employee’s employment relationship with and service as an employee, officer or director of the Company or any Company Releasee, and the termination of such relationship or service (the “Release”)that employment. This Release includes, without limitationbut is not limited to, any claims arising out a release of any contract (express rights or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the claims Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims may have under the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Xxxxxxxxx Fair Pay Act, the Employee Retirement Income Security Act of 1974 or any other federal, state or local laws, regulations or orders. This also includes, but is not limited to, a release by Employee of any contractual or tort claims or other claims arising under common law including, but not limited to, any claims for wrongful discharge. This release covers both claims that Employee knows about and those he may arise after not know about prior to the date of the Second Release. This release, however, does not preclude Employee from enforcing the terms of this Agreement is executed by Executive, (ii) Second Release. This release does not include a release of any claims pension benefits for which Employee may be eligible under the terms of applicable benefit plans. Employee agrees and intends that the Executive foregoing release shall be construed in the broadest sense possible and shall be effective as a prohibition to all claims, charges, actions, suits, demands, obligations, damages, injuries, liabilities, losses, and causes of action of every character, nature, kind or description, known or unknown, and suspected or unsuspected that Employee may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4and its agents, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partnerssuccessors, L.P. or of any other Company Releasee (except that Executive covenants with Company assignees and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesrepresentatives.

Appears in 1 contract

Samples: Separation Agreement (Exelis Inc.)

Complete Release. On behalf In consideration of Executive those payments and Executive’s heirs and assignsbenefits listed above which are payable only under this Agreement, Executive fully releases Company agrees to and its direct hereby does knowingly and indirectvoluntarily release and discharge the Company, past Western Union, their respective subsidiaries, Affiliates, and insurers, each of the foregoing entities' respective past, present and futurefuture agents, parentsexecutives, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, attorneys, employees, and the predecessors and successors of each of the foregoing entities, including the subsidiaries, Affiliates, and insurers, agents, executives, directors, officers, attorneys, agents, representatives and employees of any such predecessors and successors (collectively, the “Company Releasees”"Released Parties"), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) and demands of any kind and character (collectivelykind, “Claims”), whether known or unknown, that Executivewhich Executive has, his heirsever has had, executors, administrators, and assigns or ever in the future may have and which are based on acts, omissions or may claim events occurring up to have against any and including the date of this Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims related to Executive's employment arising under Title VII of the Company Releasees based upon facts occurring on or prior to Civil Rights Act of 1964, the date Executive signs this AgreementAmericans with Disabilities Act of 1990, including but not limited to any claims arising out the Family and Medical Leave Act of or in any way connected with or based upon Executive’s employment relationship with 1993, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and service as an employee, officer or director Retraining Notification Act of Company or any Company Releasee, and the termination of such relationship or service 1988 (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, "WARN Act") and the Age Discrimination in Employment Act and the Employee Retirement Income Security Act of 1967 (“ERISA”"ADEA"), each as amended, as well as any other than benefits federal, state or local employment or labor laws, wrongful discharge or other statutory employment law claims, as well as any claims in contract, tort, or common law, and which are related to Executive's employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the "Claims"). The term "Claims" is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive also agrees not to participate in any class, collective, representative or group action that may include any of the Claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Executive affirms that Executive is has been paid and/or has received all compensation, wages, bonuses, commissions, expense reimbursements, and/or benefits to which Executive may be entitled, except the Termination Payment referenced in subparagraph (a) of the "Payments and Benefits" paragraph of this Agreement. Executive affirms that Executive has been granted any leave to which Executive was entitled to under the terms Family and Medical Leave Act, or related state or local leave or disability accommodation laws. Executive further affirms that Executive has no known workplace injuries or occupational diseases not previously disclosed in writing to the Released Parties. Executive further acknowledges and agrees that she is not eligible for any severance payments or benefits under The Western Union Company Severance/Change in Control Policy (Executive Committee Level) (the "Severance Policy") upon Executive's termination of an ERISA planemployment with the Company. This Release In consideration for the payments and benefits hereunder, Executive therefore hereby waives any severance payments or benefits to which Executive may be entitled under the Severance Policy upon Executive's Termination Date. Notwithstanding the foregoing, Executive does not include (i) waive claims, causes of action or demands of any claims under the Age Discrimination in Employment Act kind to enforce this Agreement; claims, causes of action or demands that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that which are based on any alleged violation of federal acts or state securities law or breach of fiduciary duty arising before omissions occurring after the date that this Agreement is signed; or claims, causes of action or demands which by law cannot be released by private agreement between the employer and employee, including but not limited to any claim for any accrued benefits to which Executive signs has a non-forfeitable right under any ERISA retirement benefit plan. Furthermore, notwithstanding the foregoing, nothing in this Agreement. Executive understands that this is Agreement waives a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesclaim which by law cannot be waived.

Appears in 1 contract

Samples: Separation Agreement (Western Union CO)

Complete Release. On behalf of Executive hereby unconditionally and Executive’s heirs and assigns, Executive fully releases the Company and each of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures and affiliates (and agents, directors, officers, employees, representatives and employees attorneys of such subsidiaries and affiliates) (collectively, the “Company ReleaseesReleased Parties”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns unknown claims or demands Executive may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreementthem (collectively, including but not limited to those specifically named below, the “Executive Released Claims”). Executive expressly waives and opts out of all claims, whether asserted on an individual or class action basis, against any Company Released Party arising out of (i) the LTIP and any other contract, express or implied, any covenant of good faith and fair dealing, express or implied; (ii) any tort (whether intentional or negligent, including claims arising out of the negligence or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director gross negligence of Company or any Company Releasee, Released Party and the termination claims of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or impliedimplied past or future defamation by any Company Released Party); any tort (whether based on negligence, gross negligence, or intentional conduct); or iii) any federal, statestate or other governmental statute, regulation or local lawordinance, including, without limitation, those relating to employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, 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, the Worker Adjustment and Retraining Notification Act and the Employee Retirement Income Security Act (“ERISA”)Genetic Information and Nondiscrimination Act. Executive represents that Executive has not assigned to any other person any of such claims and that Executive has the full right to grant this release. Notwithstanding any other provision herein, other than benefits Executive and the Company agree that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) waiving any claims that may arise in the future under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by ExecutiveAct, (ii) any claims that the Executive may have against the Company in respect of claim for benefits under the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4health and welfare or retirement benefit plans, or (iii) any future claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs Company’s obligations and agreements set forth in this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Samples: Separation and Release Agreement (Multimedia Games Holding Company, Inc.)

Complete Release. On behalf of Executive and Executive’s heirs and assigns, Executive Xxxxx hereby fully releases the Company and all of its direct and indirectowners, past present and futurepartners, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisionsshareholders, predecessors, successors, and assigns, andagents, with respect to all such entities, their partners, members, shareholders, ownersdirectors, officers, directorsemployees, representatives, attorneys, subsidiaries, joint ventures and affiliates, and agents, directors, officers, employees, representatives and employees attorneys of such subsidiaries and affiliates (collectively, the “Company ReleaseesReleased Parties”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns unknown claims or demands Xxxxx may have or may claim to have against any of the Company Releasees based upon facts occurring them. Xxxxx expressly waives and opts out of all claims, whether asserted on an individual or prior to the date Executive signs this Agreementclass 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 but not limited to any claims arising out of the negligence or in gross negligence of any way connected with Released Party and claims of express or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or implied defamation by any Company ReleaseeReleased Party), and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, statestate or other governmental statute, regulation or local lawordinance, includingincluding those relating to employment discrimination, without limitationtermination 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 Act, the Employee Retirement Income Security Older Workers Benefit Protection Act (“ERISAOWBPA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Xxxxx represents that he has not assigned to any other than benefits person any of such claims and that Executive he has the full right to grant this release. Notwithstanding any other provision herein, Xxxxx and the Company agree that Xxxxx is entitled to under the terms of an ERISA plan. This Release does not include waiving (ia) any claims that may arise under the Age Discrimination in Employment Act that may arise or COBRA after the date this Agreement is executed by Executive, executed; (iib) any claim for benefits under the Company’s health and welfare or other benefit plans; (c) any future claims based on the Company’s obligations and agreements set forth in this Agreement or in that certain Advisory Agreement by and between the Executive may have against Parties executed contemporaneously with this Agreement (the Company in respect “Advisory Agreement”); or (d) any future claim by Xxxxx for indemnification pursuant to the terms of the Company’s Continuing Obligations 's Certificate of Incorporation or Bylaws (as defined in Section 4or the constituent documents of any subsidiary of the Company) to the Executive (regardless of when such claims may arise) or for insurance coverage or recovery under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued liability insurance policy carried by the Company or for the benefits of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with its directors and officers. Company and the Company Releasees not to bring Xxxxx hereby acknowledge and agree that if any claim is asserted against Xxxxx (or Xxxxx otherwise becomes involved in any of them in respect of Executive’s securities that are based on any alleged violation of federal action, suit, investigation or state securities law proceeding) for which such indemnification or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this insurance coverage is a full and final releaseor may be available, with limitation, all known, unknown and suspected Claims Xxxxx shall be entitled to be represented by legal counsel (other than described the Company’s in-house counsel) at the Company’s expense. Such legal counsel shall be selected by the Company and 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 Xxxxx to be represented by separate counsel, in which case such separate counsel shall be selected by Xxxxx with the preceding sentence) reasonable approval of the Company). Xxxxx further agrees that he may have against 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 Releaseesor that is based on facts about which Xxxxx obtained personal knowledge while employed with the Company. Xxxxx’x compliance with a subpoena or other legally compulsive process will not be a violation of this provision.

Appears in 1 contract

Samples: Retirement Agreement (Ezcorp Inc)

Complete Release. On behalf a. As a material inducement to the Company to enter into this Separation Agreement and General Release, Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and each of Executive and Executivethe Company’s heirs and owners, stockholders, predecessors, successors, assigns, Executive fully releases Company and its direct and indirectagents, past present and futuredirectors, parentsofficers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates (includingand agents, without limitationdirectors, Calumet Specialty Products Partnersofficers, L.P.)employees, representatives and attorneys of such parent companies, divisions, predecessors, successorssubsidiaries and affiliates), and assignsall persons acting by, andthrough, under or in concert with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees any of them (collectively, the collectively Company Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, damagescosts, losses, expenses, liabilities debts and causes of action (including claims for attorneys’ fees) expenses of any kind and character (collectively, “Claims”)nature whatsoever, known or unknown, that Executivesuspected or unsuspected, his heirsincluding, executorsbut not limited to, administratorsany rights arising out of any alleged contracts or violations or breaches of any contracts, and assigns may have express or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreementimplied, including but not limited to any claims arising out the Employment Agreement, the RSA, the Non-Qualified Stock Option Agreement for Director granted May 16, 2001 between Bank of or Powhatan, N.A. (predecessor in any way connected with or based upon Executive’s employment relationship with interest to the Company) and service Employee granting Employee stock option rights for 5,850 shares of common stock of the Company, the Non-Qualified Stock Option Agreement for Employee granted April 15, 2003 between the Company and Employee granting Employee stock option rights for 30,000 shares of common stock of the Company (the last two described documents being hereinafter collectively referred to as an employeethe “Stock Option Agreements”) and all amendments thereto, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligencetort, or intentional conduct); any legal restrictions on the Company’s right to terminate employees, or any federal, statestate or other governmental statute, regulation, or local lawordinance, includingincluding without limitation (1) Title VII of the Civil Rights Act of 1964, without limitationas amended by the Civil Rights Act of 1991, (race, color, religion, sex, and national origin discrimination); (2) the Americans with Disabilities Act (disability discrimination); (3) 42 U.S.C. § 1981 (discrimination); (4) the federal Age Discrimination in Employment Act (age discrimination); (5) the Older Workers Benefit Protection Act; (6) the Equal Pay Act; and (8) the Employee Retirement Income Security Act (“ERISA”) (all collectively hereinafter referred to as the “Claim” or “Claims”), other than benefits that Executive is entitled which Employee now has, owns or holds, or claims to under have, own or hold, or which Employee at any time heretofore had owned or held, or claimed to have owned or held, against each or any of the terms Releasees at any time up to and including the Effective Date of an ERISA planthis Agreement. In furtherance of the foregoing, Employee agrees that, as of the Effective Date, the Employment Agreement, the RSA and the Stock Option Agreements, and all amendments thereto, shall be null and void, with the Company having no further obligations thereunder. This Release does not include affect Employee’s right to elect continued medical, dental and vision coverage at his own expense pursuant to the Consolidated Omnibus Budget Reconciliation Act (i) COBRA). b. In the event that Employee does not exercise his rights to revoke this Agreement, the Company hereby irrevocably and unconditionally releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, which the Company now has, owns or holds, or claims under to have, own or hold, against Employee arising out of Employee’s employment with the Age Discrimination in Employment Act that may arise after Company at any time up to and including the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company on which Employer executes and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs delivers this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Samples: Separation Agreement (Transcommunity Financial Corp)

Complete Release. On behalf of Executive and Executive’s heirs and assignsagrees to release Unigraphics from all claims ---------------- or demands Executive may have against Unigraphics, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to to, any claims arising out of related to Executive's employment with Unigraphics or in separation from that employment and any way connected with or based upon Executive’s employment relationship with claims for attorneys fees and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”)costs. This Release Agreement includes, without limitation, any claims arising out a release of any contract (express rights or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, claims Executive may have under the Age Discrimination in Employment Act, as amended, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Americans with Disabilities Act, as amended, which prohibits discrimination against individuals with disabilities; the Fair Labor Standards Act, as amended, which regulates matters regarding compensation; the Family and Medical Leave Act, as amended, which regulates matters regarding certain types of leaves; or any other federal, state or local laws or regulations that in any way relate to the Employee Retirement Income Security Act employment of individuals and/or prohibit employment discrimination of any form. This Agreement also includes, without limitation, a release by Executive of any related or unrelated wrongful discharge claims, contractual claims, tort claims or any other actions. This Agreement covers both claims that Executive knows about and those he may not know about. Executive expressly waives any right to assert after signing this Agreement that any claim, demand, obligation, or cause of action has through ignorance, oversight, or for any other reason, been omitted from the scope of Subsection 7 of Section III of this Agreement. This Agreement does not include a release of (“ERISA”)i) Executive's right, other than if any, to benefits that Executive is entitled to under any Unigraphics plan qualified under Section 401(a) of the terms of an ERISA plan. This Release does not include Internal Revenue Code, COBRA benefits pursuant to Internal Revenue Code section 4980B, or (iii) any rights or claims Executive may have under the Age Discrimination in Employment Act that may which arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Samples: Employment Agreement (Unigraphics Solutions Inc)

Complete Release. On behalf of Executive (a) As a further material inducement to Mike's to enter into this Agreement, the employment agreements with Michael and Executive’s heirs Rachelle Rosen xxx xxreby xxxxxxxxxx xxd except as set forth in paragraphs 2 and assigns3(b) hereof, Executive fully any outstanding indebtedness to Michael Rosen and Rachexxx Xxxxx xx herebx xxxxxxxxxx xnd Michael Rosen and Rachellx Xxxxx xxxx herebx xxxxxx, xxxits, releases Company and forever discharges Mike's, its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, Board members, shareholders, owners, officers, directors, attorneysstockholders, employees, agents, representatives attorneys, subsidiaries, servants, successors, insurers, affiliates and employees (collectively, the “Company Releasees”)their successors and assignees, from any and all manner of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, lossesdebts, expensesdemands, liabilities and causes of action (including claims for attorneys’ fees) obligations of any kind and character (collectivelyother nature, “Claims”)past or present, known or unknown, that Executivewhether in law or in equity, his heirswhether founded upon contract (expressed or implied), executorstort (including, administratorsbut not limited to, and assigns may have defamation), statute or may claim to have against regulation (State, Federal or local), common law and/or any other theory or basis, from the beginning of the Company Releasees based upon facts occurring on or prior world to the date Executive signs this Agreementhereof, including including, but not limited to to, any claim that Michael Rosen and Rachelle Xxxxx xxx asserxxx, xxx xxserts or could have asserted. This includes, but is not limited to, claims for additional compensation or benefits, under employment agreements or otherwise, tortious claims arising out of the employment relationship, claims of an expressed or in implied contract of employment, claims under the Family and Medical Leave Act, claims arising under Federal, State or local laws prohibiting employment or other discrimination or claims growing out of any way connected with or based upon Executive’s employment relationship with and service as an employeelegal restrictions on the Company's rights to terminate its employees, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, including without limitation, limitation any claims arising out under Title VII of any contract (express or implied); any tort (whether based on negligencethe United States Code, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, and the Age Discrimination in Employment Act Act, but excludes indemnification for acts as officers and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms directors of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executive, (ii) any claims that the Executive may have against the Company to the extent permitted by applicable laws. Included in respect this General Release are any and all claims for future damages allegedly arising from the alleged continuation of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless effect of when such claims may arise) under the agreements referenced in Section 4any past action, omission or (iii) any claims that the Executive event. Michael Rosen and Rachellx Xxxxx xxxxxer agxxx xx xxxxx xxy rights he or she may have to receive distributions reinstatement or otherwise exercise the rights reemployment with Mike's except as set forth in paragraph 3(b). (b) As a further material inducement to Mike's to enter into this Agreement, and except as set forth in paragraph 2(b) hereof, any outstanding indebtedness to Elizabeth Pilossoph is hexxxx xxxxxxxxxx xxx she hereby waives, remits, releases and forever discharges Mike's, its Board members, officers, directors, stockholders, employees, agents, attorneys, subsidiaries, servants, successors, insurers, affiliates and their successors and assignees, from any and all manner of a holder action, claims, liens, demands, liabilities, causes of securities issued by the Company action, charges, complaints, suits (judicial, administrative, or of Calumet Specialty Products Partnersotherwise), L.P. or damages, debts, demands, obligations of any other Company Releasee nature, past or present, known or unknown, whether in law or in equity, whether founded upon contract (except that Executive covenants with Company and expressed or implied), tort (including, but not limited to, defamation), statute or regulation (State, Federal or local), common law and/or any other theory or basis, from the Company Releasees beginning of the world to the date hereof, including, but not to bring limited to, any claim against that Elizabeth Pilossoph has xxxxxxxx, xxx xxxxrts or could have asserted. Included in this General Release are any and all claims for future damages allegedly arising from the alleged continuation of them the effect of any past action, omission or event. (c) As a further material inducement to the Rosen Family to enter into xxxx Agreement, and to the extent permitted under applicable laws for officers and/or directors of public corporations, Mike's hereby waives, remits, releases and forever discharges the Rosen Family, its agents, xxtorneys, servants, successors, insurers, affiliates and their successors and assignees, from any and all manner of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, debts, demands, obligations of any other nature, past or present, known or unknown, whether in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach in equity, whether founded upon contract (expressed or implied), tort (including, but not limited to, defamation), statute or regulation (State, Federal or local), common law and/or any other theory or basis, from the beginning of fiduciary duty arising before the world to the date hereof, including, but not limited to, any claim that the Executive signs Mike's has asserted, now asserts or could have asserted. Included in this Agreement. Executive understands that this is a full General Release are any and final release, with limitation, all known, unknown and suspected Claims (other than described in claims for future damages allegedly arising from the preceding sentence) he may have against any alleged continuation of the Company Releaseeseffect of any past action, omission or event, except with respect to paragraph 5 hereof.

Appears in 1 contract

Samples: Settlement Agreement (Mikes Original Inc)

Complete Release. On behalf of Executive Consultant hereby knowingly and Executive’s heirs voluntarily releases and assignsforever discharges the Company, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successorsany related companies, and assignsthe former and current employees, andofficers, with respect to all such entitiesagents, their partners, membersdirectors, shareholders, owners, officers, directorsinvestors, attorneys, agentsaffiliates, representatives successors and employees assigns of any of them (collectively, the “Company ReleaseesReleased Parties)) from all liabilities, from any and all claims, demands, damages, losses, expenses, liabilities and rights of action or causes of action (including claims for attorneys’ fees) of any kind and character (collectivelyConsultant had, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns may have has or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementReleased Parties, including but not limited to any claims arising out of or in any way connected with or demands based upon Executiveor relating to Consultant’s employment relationship with and service as an employeethe Company, officer his consultancy with the Company, or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”)that employment and/or consultancy. This Release includes, without limitationbut is not limited to, any claims arising out a release of any contract (express rights or implied); any tort (whether based on negligenceclaims Consultant may have under Title VII of the Civil Rights Act of 1964, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitationthe Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and the Employee Retirement Income Security Act (“ERISA”)Medical Leave Act, or any other than benefits that Executive is entitled to under the terms of an ERISA planfederal, state or local laws or regulations prohibiting employment discrimination. This Release does also includes, but is not include (i) limited to, a release by Consultant of any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed by Executivefor wrongful discharge, (ii) any claims that the Executive may have against the Company in respect breach of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4contract, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except statutory, common law, tort, contract, or negligence claim that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal Consultant had, has or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company ReleaseesReleased Parties. This release covers both claims that Consultant knows about and those claims Consultant may not know about. Consultant further acknowledges that Consultant has received compensation for all hours worked in accordance with applicable state and federal laws. This release does not include, however, a release of Consultant’s right, if any, to payment of vested qualified retirement benefits under the Company’s ERISA plans and the right, if any, to continuation in the Company’s medical plans as provided by COBRA. Nothing in this Paragraph 3, nor any other provision of this Agreement, waives or affects Consultant’s right to file a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or to provide information to, or participate as a witness in, an investigation undertaken or a proceeding initiated by the EEOC. However, Consultant waives Consultant’s right to monetary or other recovery, including attorney’s fees, should Consultant or any federal, state or local administrative agency pursue any claims on Consultant’s behalf arising out of Consultant’s employment, consultancy or the conclusion of his employment and/or consultancy with the Company. Notwithstanding the foregoing, the parties agree that nothing in this Agreement shall be construed to prohibit the exercise of any rights by either party that such party may not waive as a matter of law.

Appears in 1 contract

Samples: Consultancy, Separation and Release Agreement (Lumber Liquidators Holdings, Inc.)

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Complete Release. On behalf of Executive Employee and ExecutiveEmployee’s heirs and assigns, Executive Employee fully releases Company BGH, BPLSC and its direct and indirect, past present and future, each of their parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersmanagers, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company BGH Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and or causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns Employee may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementBGH Releasees, including but not limited to any claims arising out of or in any way connected with or based upon ExecutiveEmployee’s employment relationship with and service as an employee, officer or director of Company BPLSC or any Company BGH Releasee, and the termination of such relationship or service (the “Employee Release”); provided, however, that this Employee Release shall not apply to the obligations of BPLSC or BGH under this Agreement. This Employee Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA planAct. This Employee Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed executed. Nothing in this Agreement shall constitute a waiver or release by Executive, (ii) any claims that the Executive may have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or Employee of any vested benefits under any pension, retirement savings, deferred compensation, vacation, health care or other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any benefit plan of them BGH or BPLSC in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is which he was a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparticipant.

Appears in 1 contract

Samples: Severance Agreement (Buckeye GP Holdings L.P.)

Complete Release. On behalf In exchange for the consideration described in Section 3, Mx. X’XXXXX releases the Company from liability for any claims, demands or causes of Executive and Executive’s heirs and assignsaction (except as described in Section 5.5). This Release applies not only to the “Company” itself, Executive fully releases Company and its direct and indirect, past present and future, parentsbut also to all Northrop Grumman parent, subsidiaries, affiliates (includingaffiliates, without limitation, Calumet Specialty Products Partners, L.P.), divisionsrelated companies, predecessors, successors, its or their employee benefit plans, trustees, fiduciaries and assignsadministrators, and, with respect to and any and all such entities, of its and their partners, members, shareholders, owners, respective past or present officers, directors, attorneys, agents, representatives agents and employees (collectively“Released Parties”). For purposes of this Release, the term Company Releasees”)Mx. X’XXXXX” includes not only Mx. X’XXXXX himself, from any but also his heirs, current spouse, executors and agents. Except as described in Section 5.5, this Release extinguishes all of Mx. X’XXXXX’x claims, demands, damages, losses, expenses, liabilities and demands or causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”)action, known or unknown, that Executive, his heirs, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees and the Released Parties, based upon facts on anything occurring on or prior to before the date Executive Mx. X’XXXXX signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). . 5.1 This Release includes, without limitationbut is not limited to, claims relating to Mx. X’XXXXX’x employment or separation from employment with the Company and any Released Party, any rights of continued employment, reinstatement or reemployment by the Company and any Released Party, claims relating to or arising under Company or Released Party dispute resolution procedures, claims for any costs or attorneys’ fees incurred by Mx. X’XXXXX, and claims for severance benefits under any plan, policy or agreement. 5.2 This Release includes, but is not limited to, claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims under the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the False Claims Act, Executive Order No. 11246, the Civil Rights Act of 1991, and 42 U.S.C. § 1981. It also includes, but is not limited to, claims under Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, religion, sex or national origin, and retaliation; the Americans with Disabilities Act, which prohibits discrimination in employment based on disability, and retaliation; any applicable state human rights statutes including the Virginia Human Rights Act, which prohibits discrimination based on race, color, religion, national origin, sex, pregnancy, childbirth or related medical conditions, age, marital status or disability, and retaliation; the Fairfax County Human Rights Ordinance, which also prohibits discrimination based on age, race, color, religion, sex, national origin, marital status, or disability, and retaliation; and any other federal, state or local laws, ordinances, regulations and common law, to the fullest extent permitted by law. 5.3 This Release also includes, but is not limited to, any rights, claims, causes of action, demands, damages or costs arising under or in relation to the personnel policies or employee handbooks of the Company and any Released Party, or any oral or written representations or statements made by the Company and any Released Party, past and present, or any claim for wrongful discharge, breach of contract (including any employment agreement), breach of the implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, or defamation. 5.4 Mx. X’XXXXX agrees that his Release includes claims which he did not know of or suspect to exist at the time he signed this Agreement, and that the Release extinguishes all known and unknown claims. 5.5 However, this Release does not include any rights Mx. X’XXXXX may arise after have: (1) to enforce this Agreement; (2) to indemnification and advancement rights Mx. X’XXXXX may have for expenses or losses (i) incurred in the date this Agreement is executed by Executivecourse and scope of his employment, (ii) in connection with any claims that dispute over the Executive may have against the Company in respect enforcement of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) Mx. X’XXXXX’x rights under the agreements referenced in Section 4this Agreement, or (iii) in connection with Mx. X’XXXXX’x rights to reasonable attorney’s fees and costs under Section 16.0; (3) to test the knowing and voluntary nature of this Agreement under The Older Workers Benefit Protection Act; (4) to workers’ compensation benefits; (5) to earned, banked or accrued but unused vacation pay; (6) to rights under minimum wage and overtime laws; (7) to vested benefits under any claims that the Executive pension or savings plan; (8) to continued benefits in accordance with COBRA; (9) to government-provided unemployment insurance; (10) to file a claim or charge with any government administrative agency (although Mx. X’XXXXX is releasing any rights he may have to receive distributions recover damages or otherwise exercise other relief in connection with the rights filing of such a holder of securities issued by the Company claim or of Calumet Specialty Products Partners, L.P. charge); (11) to claims that cannot lawfully be released; or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not 12) to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty claims arising before after the date that the Executive Mx. X’XXXXX signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Samples: Separation Agreement (Northrop Grumman Corp /De/)

Complete Release. On behalf (a) As a material inducement to AVC to enter into this Agreement, but subject to the payment by AVC of Executive the amounts due Keefer pursuant to Section 3 of this Agreement and Executive’s heirs the other xxxxgations of AVC under this Agreement, Keefer hereby waives, releases and assignsdischarges AVC, Executive fully releases Company and its direct and indirectoffixxxx, past present and futuredirectors, parentsstockholders, employees, agents, attorneys, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessorsservants, successors, insurers and affiliates, and their successors and assigns, and, with respect to all such entities, their partners, members, shareholders, owners, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all manners of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, lossesdebts, expensesdemands, liabilities and causes of action (including claims for attorneys’ fees) obligations of any kind and character (collectivelyother nature, “Claims”)past or present, known or unknown, that Executivewhether in law or in equity, his heirswhether founded upon contract (expressed or implied), executorstort (including, administratorsbut not limited to, and assigns may have defamation), statute or may claim to have against regulation (federal, state or local), common law and/or any other theory or basis, from the beginning of the Company Releasees based upon facts occurring on or prior world to the date Executive signs this Agreementhereof, including including, but not limited to to, any claim that Keefer has asserted, now asserts or could have asserted under the Employment Agreements or otherwise. This waiver, release and discharge includes, but is not limited to, claims arising out of under federal, state or in any way connected with local laws prohibiting employment or based upon Executive’s employment relationship with and service as an employee, officer other discrimination or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising growing out of any contract (express or implied); any tort (whether based legal restrictions on negligence, gross negligence, or intentional conduct); or any federal, state, or local lawthe Company's rights to terminate its employees, including, without limitationbut not limited to, any claim arising under Title VII of the Age Discrimination United States Code. It is expressly understood by Keefer that among the various rights and claims being waivex xx xim in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA plan. This Release does not include (i) any claims this release are those arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. 621, et seq.). Notwithstanding anything else contained in this Agreement, this waiver, release and discharge is not intended to release any rights Keefer has (i) with respect to Keefer's participation in AVX-xxxxsored stock option plans, xxxxxxxng the options granted to Keefer as of November 28, 1994 and February 4, 2000, which xxxxxxs shall continue to remain in effect for their full original terms and (ii) to seek and obtain indemnification and/or defense pursuant to the provisions of the 2002 Agreement, the Certificate of Incorporation and Bylaws of AVC (each as amended through the effective date of the execution of this Agreement) and the laws of the State of Nevada, in the event that may arise after any claim is asserted against Keefer by a third party. (b) As a materixx xxxucement to Keefer to enter into this Agreement, subject to the obligatxxxx xf Keefer under this Agreement, AVC hereby irrevocably and uncxxxxxxonally waives, releases and discharges Keefer, his agents and attorneys, successors and assigns frxx xxx and all manner of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative, or otherwise), damages, debts, demands, obligations of any other nature, past or present, known or unknown, whether in law or in equity, whether founded upon contract (expressed or implied), tort (including, but not limited to, defamation), statute or regulation (federal, state or local), common law and/or any other theory or basis, from the beginning of the world to the date hereof, including, but not limited to, any claim that AVC has asserted, now asserts or could have asserted. (c) It is understood and agreed by the parties hereto that the facts and respective assumptions of law in contemplation of which this Agreement is executed made may hereafter prove to be other than or different from those facts and assumptions now known, made or believed by Executive, (ii) any claims that them to be true. The parties hereto expressly accept and assume the Executive may have against the Company in respect risk of the Company’s Continuing Obligations (as defined facts and assumptions to be so different, and agree that all terms of this agreement shall be in Section 4) all respects effective and not subject to the Executive (regardless termination or reclusion by any such difference in facts or assumptions of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseeslaw.

Appears in 1 contract

Samples: Settlement Agreement (American Vantage Companies)

Complete Release. On behalf (a) As a material inducement to the Company to enter into this Agreement, and per the terms of paragraph 9(a) of the Employment Agreement, the Executive hereby forever releases and Executive’s heirs and assignsdischarges the Company, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (includingowners, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessorsstockholders, successorsdirectors, and assigns, and, with respect to all such entities, their partnersofficers, members, shareholdersagents, owners, officers, directorscurrent and former employees, attorneys, agentsrelated companies, representatives predecessors, successors and employees assigns (collectively, the “Company Releasees”collectively "Released Parties"), and each of them, of and from any and all charges, complaints, claims, demands, damages, losses, expenses, or liabilities and causes of action (including claims for attorneys’ fees' fees and costs actually incurred) of any kind and character (collectively, “Claims”)nature whatsoever, known or unknown, that Executivesuspected or unsuspected, his heirsincluding, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims to, rights arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out alleged violations of any contract (contracts, express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); any state law tort claim, or any federal, state, or local lawother governmental statute, regulation, or ordinance, including, without limitationbut not limited to, claims under Title VII of the Civil Rights Act of 1964 or the Age Discrimination in Employment Act and Act, 29 U.S.C. (S)(S) 621-634, which Executive now has or claims to have, or which Executive at any time heretofore had or claimed to have, or which Executive at any time hereinafter may have or claim to have, against each or any of the Employee Retirement Income Security Act (“ERISA”)Released Parties; provided, other than benefits that however, Executive is entitled to under the terms of an ERISA plan. This Release specifically does not include (i) release any claims rights under the Age Discrimination in Employment Act that may arise arising after the date Effective Date of this Agreement is executed by ExecutiveAgreement, (ii) any claims that to enforce this Agreement, or any claims which Executive is precluded from waiving by operation of law. (b) The Company hereby forever releases and discharges Executive of and from any and all charges, complaints, claims, or liabilities (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, or any state law tort claim, or any federal, state, or other governmental statute, regulation, or ordinance, which the Executive may Company now has or claims to have, or which the Company at any time heretofore had or claimed to have against the Company in respect of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Samples: Separation Agreement (Americasdoctor Com Inc)

Complete Release. On behalf of (a) In consideration for those payments described in the Consulting Agreement, which are payable only in the event that Executive and Executive’s heirs and assignsexecutes this Release, Executive fully releases Company agrees to and its direct hereby does knowingly and indirectvoluntarily release and discharge the Company, past present and future, parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.), divisions, predecessors, successors, and assigns, and, with respect to all such entitiesWestern Union, their partnerssubsidiaries and Affiliates, memberstheir agents, shareholdersexecutives, ownersdirectors, officers, directorsemployees, attorneysand their predecessors and successors, including the subsidiaries, Affiliates, agents, representatives executives, directors, officers and employees of such predecessors and successors (collectively, the “Company ReleaseesReleased Parties”), from any and all claims, demands, damages, losses, expenses, liabilities and causes of action (including claims for attorneys’ fees) and demands of any kind and character (collectivelykind, “Claims”), whether known or unknown, that Executivewhich Executive has, his heirsor ever has had and which are based on acts or omissions occurring up to and including the date of this Release. Included in the release set forth in the preceding sentence, executorswithout limiting its scope, administratorsare claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act of 1967 (“ERISAADEA”), each as amended, as well as any other than benefits federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Release waives a claim which by law cannot be waived. Executive is entitled to under the terms of an ERISA plan. This Release does not include waive claims, causes of action or demands of any kind that may arise Exhibit 10.1 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS after the date this Release is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) any claims Executive’s right to indemnification under the Age Discrimination in Employment Act Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Release, or (iv) claims, causes of action or demands of any kind that may arise after the date this Agreement Release is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Release waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Release shall limit Executive’s right to maintain a pending charge of discrimination, (ii) or file a future charge of discrimination, with any claims that federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Release the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may have bring a claim against the Company in respect to enforce this Release or to challenge the validity of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) this Release under the agreements referenced in Section 4, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company ReleaseesADEA.

Appears in 1 contract

Samples: Mutual Separation Agreement

Complete Release. On behalf (a) As a material inducement to the Company to enter into this Agreement, and per the terms of paragraph 9(a) of the Employment Agreement, the Executive hereby forever releases and Executive’s heirs and assignsdischarges the Company, Executive fully releases Company and its direct and indirect, past present and future, parents, subsidiaries, affiliates (includingowners, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessorsstockholders, successorsdirectors, and assigns, and, with respect to all such entities, their partnersofficers, members, shareholdersagents, owners, officers, directorscurrent and former employees, attorneys, agentsrelated companies, representatives predecessors, successors and employees assigns (collectively, the “Company Releasees”collectively "Released Parties"), and each of them, of and from any and all charges, complaints, claims, demands, damages, losses, expenses, or liabilities and causes of action (including claims for attorneys’ fees" fees and costs actually incurred) of any kind and character (collectively, “Claims”)nature whatsoever, known or unknown, that Executivesuspected or unsuspected, his heirsincluding, executors, administrators, and assigns may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this Agreement, including but not limited to any claims to, rights arising out of or in any way connected with or based upon Executive’s employment relationship with and service as an employee, officer or director of Company or any Company Releasee, and the termination of such relationship or service (the “Release”). This Release includes, without limitation, any claims arising out alleged violations of any contract (contracts, express or implied); any tort (whether based on negligence, gross negligence, or intentional conduct); any state law tort claim, or any federal, state, or local lawother governmental statute, regulation, or ordinance, including, without limitationbut not limited to, claims under Title VII of the Civil Rights Act of 1964 or the Age Discrimination in Employment Act and Act, 29 U.S.C. (S)(S) 621-634, which Executive now has or claims to have, or which Executive at any time heretofore had or claimed to have, or which Executive at any time hereinafter may have or claim to have, against each or any of the Employee Retirement Income Security Act (“ERISA”)Released Parties; provided, other than benefits that however, Executive is entitled to under the terms of an ERISA plan. This Release specifically does not include (i) release any claims rights under the Age Discrimination in Employment Act that may arise arising after the date Effective Date of this Agreement is executed by ExecutiveAgreement, (ii) any claims to enforce this Agreement, or any claims which Executive is precluded from waiving by operation of law. Executive further acknowledges that Executive has reviewed and understood the Executive may have against the chart on page 7 of this Agreement, listing those Company in respect executives (by job title and age) terminated and not terminated as a result of the Company’s Continuing Obligations 's restructuring. (as defined in Section 4b) to the The Company hereby forever releases and discharges Executive (regardless of when such claims may arise) under the agreements referenced in Section 4and from any and all charges, complaints, claims, or liabilities (iiiincluding attorneys" fees and costs actually incurred) of any nature whatsoever, of which the Company's executive officers, or any of them, has actual knowledge as of the date of this Agreement, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, or any state law tort claim, or any federal, state, or other governmental statute, regulation, or ordinance, which the Company now has or claims to have, or which the Company at any time heretofore had or claimed to have against Executive; provided, however, that the Executive may have to receive distributions Company specifically does not release any charges, complaints, claims or otherwise exercise the rights of a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or liabilities (including attorneys' fees and costs actually incurred) of any other Company Releasee (except that Executive covenants with Company and nature whatsoever of which the Company Releasees not to bring any claim against Company's executive officers, or any of them in respect them, did not have actual knowledge as of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs of this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releasees.

Appears in 1 contract

Samples: Separation Agreement (Americasdoctor Com Inc)

Complete Release. On behalf of Executive Employee and ExecutiveEmployee’s heirs and assigns, Executive Employee fully releases Company BPL, BGH, BPLSC and its direct and indirect, past present and future, each of their parents, subsidiaries, affiliates (including, without limitation, Calumet Specialty Products Partners, L.P.)affiliates, divisions, predecessors, successors, and assigns, and, with respect to all such entities, their partners, members, shareholders, ownersmanagers, officers, directors, attorneys, agents, representatives and employees (collectively, the “Company Releasees”), from any and all claims, demands, damages, losses, expenses, liabilities and or causes of action (including claims for attorneys’ fees) of any kind and character (collectively, “Claims”), known or unknown, that Executive, his heirs, executors, administrators, and assigns Employee may have or may claim to have against any of the Company Releasees based upon facts occurring on or prior to the date Executive signs this AgreementReleasees, including but not limited to any claims arising out of or in any way connected with or based upon ExecutiveEmployee’s employment relationship with and service as an employee, officer or director of Company BPLSC or any Company Releasee, and the termination of such relationship or service (the “Employee Release”); provided, however, that this Employee Release shall not apply to the obligations of BPLSC or BPL under this Agreement. This Employee Release includes, without limitation, any claims arising out of any contract (express or implied); any tort (whether based on negligencenegligent, gross negligencegrossly negligent, or intentional conduct); or any federal, state, or local law, including, without limitation, the Age Discrimination in Employment Act and the Employee Retirement Income Security Act (“ERISA”), other than benefits that Executive is entitled to under the terms of an ERISA planAct. This Employee Release does not include (i) any claims under the Age Discrimination in Employment Act that may arise after the date this Agreement is executed executed. Nothing in this Agreement shall constitute a waiver or release by ExecutiveEmployee of any vested benefits under any pension, (ii) any claims that the Executive may have against the Company in respect retirement savings, deferred compensation, vacation, health care or other benefit plan of the Company’s Continuing Obligations (as defined in Section 4) to the Executive (regardless of when such claims may arise) under the agreements referenced in Section 4BPL, or (iii) any claims that the Executive may have to receive distributions or otherwise exercise the rights of BPLSC in which he was a holder of securities issued by the Company or of Calumet Specialty Products Partners, L.P. or of any other Company Releasee (except that Executive covenants with Company and the Company Releasees not to bring any claim against any of them in respect of Executive’s securities that are based on any alleged violation of federal or state securities law or breach of fiduciary duty arising before the date that the Executive signs this Agreement. Executive understands that this is a full and final release, with limitation, all known, unknown and suspected Claims (other than described in the preceding sentence) he may have against any of the Company Releaseesparticipant.

Appears in 1 contract

Samples: Severance Agreement (Buckeye Partners L P)

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