Complete Releases. In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully RELEASES, ACQUITS, and FOREVER DISCHARGES CT and its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servants, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether known or unknown, suspected or unsuspected, including, without limitation, any rights arising out of: alleged violations of any contract, express or implied, written or verbal; any covenant of good faith and fair dealing, express or implied; any tort; any legal restrictions on the right of CT to terminate, discipline, or otherwise manage employees; any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall constitute a release of CT from any charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that may arise after the Resignation Date relating to CT's obligations under this Agreement. These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 1954, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1966, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's personnel policies or any contract of employment that may exist between Employee and CT. In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually accrued), of any nature whatsoever (excluding felonious act), whether known or unknown, suspected or unsuspected, including, without limitation, any rights arising out of: alleged violations of any contract, express or implied, written or verbal; any covenant of good faith and fair dealing, express or implied; any tort; any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer of CT; or any other matter related to his association with CT. It is expressly agreed and understood by Employee and CT that this Agreement is a general release.
Appears in 1 contract
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to /s/ A.M. /s/ H.M.S. Xxxxxxx Company his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under or in contravention of this Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it.
(b) In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation /s/ A.M. /s/ H.M.S. Xxxxxxx Company due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service acts or omissions of Employee after the Execution Date or in contravention of this Agreement.
(c) Employee and the Company (as an officer defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of CT; or any the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other matter related to his association with CT. obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement.
(d) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 7(a)-(e) constitutes a general release.
(e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Separation Agreement (Aegis Communications Group Inc)
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary /s/ A.M. /s/ H.M.S. Xxxxxxx Company payments the Company agrees to make to Employee pursuant to the terms of the Separation Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under this or in contravention of the Separation Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it.
(b) In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee /s/ A.M. /s/ H.M.S. Xxxxxxx Company from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service as an officer acts or omissions of CT; Employee after the Execution Date or any other matter related to his association with CT. in contravention of the Separation Agreement.
(c) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 1(a)-(d) constitutes a general release.
(d) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Separation Agreement (Aegis Communications Group Inc)
Complete Releases. In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals)insurers, irrevocably, unconditionally and fully RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and its their respective past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servants, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether known or unknown, suspected or unsuspected, including, without limitation, any rights arising out of: alleged violations of any contract, express or implied, written or verbal; any covenant of good faith and fair dealing, express or implied; any tort; any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CTthe Company. Notwithstanding the foregoing, nothing herein shall constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that may arise after the Resignation Date relating to CTthe Company's obligations under this Agreement. These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 1954, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1966, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CTthe Company's personnel policies or any contract of employment that may exist between Employee and CTthe Company. Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims. In consideration of the promises made in this Agreement, CTthe Company, on behalf of itselfthemselves, its their affiliates, trustees, agents, servants, attorneys and employees, its their predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually accrued), of any nature whatsoever (excluding felonious act), whether known or unknown, suspected or unsuspected, including, without limitation, any rights arising out of: alleged violations of any contract, express or implied, written or verbal; any covenant of good faith and fair dealing, express or implied; any tort; any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer of CT; or any other matter related to his association with CTthe Company. It is expressly agreed Notwithstanding the foregoing, nothing herein shall constitute a release of Employee from any charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and understood by Employee expenses (including reasonable attorney's fees and costs actually accrued), that may arise after the Resignation Date relating to Employee's service as a consultant to CT that pursuant to Section 5 or relating to the Employee's obligations under this Agreement is a general releaseAgreement.
Appears in 1 contract
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments and the grant of options to purchase 2,277,000 shares of Common Stock of the Company, the Company agrees to make to Employee pursuant to the terms of the Transition Ferry Company Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under this or in contravention of the Transition Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement.
(b) In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, Ferry Company limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service as an officer acts or omissions of CT; Employee after the Execution Date or any other matter related to his association with CT. in contravention of the Transition Agreement.
(c) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 1(a)-(d) constitutes a general release.
(d) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Transition Agreement and General Release (Aegis Communications Group Inc)
Complete Releases. In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servants, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, damages, including attorney's fees, Employee may have against the Company which could have arisen out of Employee's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, whether known or unknown, existing as of the date of this Agreement. Employee hereby irrevocably, unconditionally and fully releases, acquits and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) fees, that may arise from acts or omissions by the Company after the Resignation Date relating to CT's obligations under this AgreementEffective Date. These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages claims under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act, and any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CTthe Company's personnel policies or any contract of employment that may exist between Employee and CTthe Company. Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims. In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney's fees, the Company may have against Employee which could have arisen out of Employee's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, whether known or unknown. The Company hereby irrevocably, unconditionally and fully releases, acquits and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's fees and costs actually accruedincurred), of any nature whatsoever (excluding any fraudulent, illegal or felonious act), whether acts committed or alleged to have been committed by Employee) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , or any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee. Notwithstanding the foregoing, nothing herein shall constitute a release of Employee from causes of action, claims, or damages, including attorney's employment or separation from employment with CT; Employee's service as an officer of CT; or any other matter related to his association with CTfees, that may arise after the Execution Date. It is expressly agreed and understood by Employee and CT the Company that this Agreement is a general release.
Appears in 1 contract
Samples: Employment Agreement (Aegis Communications Group Inc)
Complete Releases. In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and its past the Parent from ANY and present parentsALL causes of action, subsidiariesclaims, divisionsdamages, affiliatesincluding attorney's fees, Employee may have against either the Company or the Parent which could have arisen out of Employee's employment or separation from employment with either the Company or the Parent or his service as an officer or director of the Company or the Parent or any other matter related to his association with either the Company or the Parent, whether known or unknown. Employee hereby irrevocably, unconditionally and fully releases, acquits and forever discharges the Company and the Parent, and their respective officers, directors, partners, shareholders, directors, officersemployees, attorneys, accountants, trustees, and agents, servants, employees past and representatives, their predecessors, successors, assigns and insurerspresent, from ANY any and ALL all charges, causes of action, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT either the Company or the Parent to terminate, discipline, or ------ ------ ------ Initials 4 otherwise manage employees; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall constitute a release of CT from any charges, causes of action, complaints, claims, liabilities, damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that may arise after the Resignation Date relating to CT's obligations under this Agreement. These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 1954, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act, Act any causes of action or claims claim arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CTeither the Company's or the Parent's personnel policies or any contract of employment that may exist between Employee and CTeither the Company or the Parent. Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims. In consideration of the promises made in this Agreement, CT, on behalf each of itself, its affiliates, trustees, agents, servants, attorneys Company and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully Parent RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney's fees, Company or Parent may have against Employee which could have arisen out of Employee's employment or separation from employment with either the Company or the Parent or his service as an officer or director of the Company or the Parent or any other matter related to his association with either the Company or the Parent, whether known or unknown. Each of Company and Parent hereby irrevocably, unconditionally and fully releases, acquits and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , or any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee. Notwithstanding the foregoing, nothing herein shall constitute a release of Employee from causes of action, claims, or damages, including attorney's employment or separation from employment with CT; fees, that may arise after the Resignation Date relating to Employee's service as an officer a consultant of CT; or any other matter related to his association with CTthe Parent. It is expressly agreed and understood by Employee Employee, the Company and CT the Parent that this Agreement is a general release.
Appears in 1 contract
Samples: Release and Separation Agreement (Atc Communications Group Inc)
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, /s/ H.M.S. /s/ J.S.B. Xxxxxxx Company claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under or in contravention of this Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it.
(b) In consideration of the promises made in this Agreement, CTthe Company (and each of its past and present parents, on behalf of itselfsubsidiaries, its affiliates, trusteesshareholders, directors, officers, attorneys, consultants, accountants, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives) RELEASE, their predecessorsACQUIT, successors, assigns and insurers, /s/ H.M.S. /s/ J.S.B. Xxxxxxx Company FOREVER DISCHARGE Employee from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service acts or omissions of Employee after the Execution Date or in contravention of this Agreement.
(c) Employee and the Company (as an officer defined above in this section), in consideration for the promises made in this Agreement, will, once again, reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of CT; or any the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other matter related to his association with CT. obligations by the Company under Sections 3, 4, 5, 8 (through the date on which the mutual release is executed) and 11 of this Agreement.
(d) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 9(a)-(e) constitutes a general release.
(e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Separation Agreement (Aegis Communications Group Inc)
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, s/ X.X. /s/ H.M.S. Xxxxxxxxx Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under or in contravention of this Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it.
(b) In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any s/ X.X. /s/ H.M.S. Xxxxxxxxx Company federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service acts or omissions of Employee after the Execution Date or in contravention of this Agreement.
(c) Employee and the Company (as an officer defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of CT; or any the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other matter related to his association with CT. obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement.
(d) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 7(a)-(e) constitutes a general release.
(e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Separation Agreement (Aegis Communications Group Inc)
Complete Releases. In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servants, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, damages, including attorney's fees, Employee may have against the Company which could have arisen out of Employee's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, whether known or unknown, existing as of the date of this Agreement. Employee hereby irrevocably, unconditionally and fully releases, acquits and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) fees, that may arise from acts or omissions by the Company after the Resignation Date relating to CT's obligations under this AgreementDate. These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 1954, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 1966, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CTthe Company's personnel policies or any contract of employment that may exist between Employee and CTthe Company. Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims. In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney's fees, the Company may have against Employee which could have arisen out of Employee's employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, whether known or unknown. The Company hereby irrevocably, unconditionally and fully releases, acquits and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , or any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee. Notwithstanding the foregoing, nothing herein shall constitute a release of Employee from causes of action, claims, or damages, including attorney's employment or separation from employment with CT; fees, that may arise after the Resignation Date relating to Employee's service as an officer of CT; or any other matter related a consultant to his association with CTthe Company pursuant to Section 5. It is expressly agreed and understood by Employee and CT the Company that this Agreement is a general release. The Company shall indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee or consultant occurring up to and including the Resignation Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company's articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, /s/ T.F. /s/ H.M.S. Franklin Company employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under or in contravention of this Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it.
(b) In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any /s/ T.F. /s/ H.M.S. Franklin Company federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service acts or omissions of Employee after the Execution Date or in contravention of this Agreement.
(c) Employee and the Company (as an officer defined above in this section), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit B upon full payment by the Company of CT; or any the 2003 bonus pursuant to Section 4 of this Agreement and satisfaction of all other matter related to his association with CT. obligations by the Company under Sections 3, 4, 5 (through the date on which the mutual release is executed) and 9 of this Agreement.
(d) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 7(a)-(e) constitutes a general release.
(e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Separation Agreement (Aegis Communications Group Inc)
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments the Company agrees to make to Employee pursuant to the terms of the Separation Agreement, the Employee agrees that the Company does not owe Employee any other monetary /s/ H.M.S. /s/ J.S.B. Xxxxxxx Company payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under this or in contravention of the Separation Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement. Employee is given at least 21 days after being presented with this Agreement in which to consider it, and an additional 7 days after he signs in which to revoke it.
(b) In consideration of the promises made in this Agreement, CTthe Company (and each of its past and present parents, on behalf of itselfsubsidiaries, its affiliates, trusteesshareholders, directors, officers, attorneys, consultants, accountants, agents, servants, attorneys and employees, its predecessorsand representatives) RELEASE, successors, assigns, and insurers, irrevocably unconditionally and fully RELEASES, ACQUITSACQUIT, and FOREVER DISCHARGES DISCHARGE Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all /s/ H.M.S. /s/ J.S.B. Xxxxxxx Company charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service as an officer acts or omissions of CT; Employee after the Execution Date or any other matter related to his association with CT. in contravention of the Separation Agreement.
(c) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 1(a)-(d) constitutes a general release.
(d) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Separation Agreement (Aegis Communications Group Inc)
Complete Releases. (a) In consideration of the promises made in this Agreement, Employee, on behalf of himself, his affiliates, trustees, agents, and servants, their predecessors, successors, heirs, assigns and insurers (or anyone claiming through any such individuals), irrevocably, unconditionally and fully Employee RELEASES, ACQUITS, and FOREVER DISCHARGES CT the Company and each of its past and present parents, subsidiaries, divisions, affiliates, partners, shareholders, directors, officers, attorneys, accountants, trustees, agents, servantsemployees, employees and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims, and damages, including attorney’s fees, Employee may have against the Company which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. Other than the monetary payments and the Option Grant the Company agrees to make to Employee under Sections 5 and 6 to the terms of this Agreement, the Employee agrees that the Company does not owe Employee any other monetary payments, including compensation for employment by the Company such as salary, bonus, or otherwise. Employee hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges the Company, and its respective officers, directors, partners, shareholders, employees, attorneys, and agents, past and present, from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts debts, and expenses (including attorney's ’s fees and costs actually incurred), of any nature whatsoever (excluding any felonious acts), whether ) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , any legal restrictions on the right of CT the Company to terminate, discipline, or otherwise manage employees; employees or any federal, state state, or other governmental statute, regulation, or ordinance; Employee's employment or separation from employment with CT; Employee's service as an officer or director of CT; or any other matter related to his association with CT. Notwithstanding the foregoing, nothing herein shall will constitute a release of CT the Company from any charges, causes of action, complaints, claims, liabilities, claims or damages, costs, obligations, debts and expenses (including attorney's fees and costs actually incurred) that ’s fees, which may arise from acts or omissions by the Company after the Resignation Execution Date relating to CT's obligations under or in contravention of this Agreement. .
(1) These releases and waivers include, but are not limited to, charges, causes of action, complaints, claims, liabilities and damages under Title VII of the Civil Rights Act of 19541964, the Civil Rights Act of 1991, the The Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False Claims Act, the Civil Rights Act of 19661866, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Workers' ’ Compensation Act, any causes of action or claims arising under analogous state laws or local ordinances or regulations, any common law principle or public policy, including all suits in tort or contract, or under CT's the Company’s personnel policies or any contract of employment that may exist between Employee and CTthe Company.
(2) Employee knowingly and voluntarily waives any existing rights he may have pursuant to the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act. Further, Employee acknowledges the receipt of good and valuable consideration set forth in this Agreement in exchange for this waiver of potential claims in addition to anything of value to which Employee is already entitled, including specifically mutual releases. Employee does not waive any claims that arise after the date of execution of this Agreement. Employee is advised to consult with an attorney prior to executing this Agreement.
(b) In consideration of the promises made in this Agreement, CT, on behalf of itself, its affiliates, trustees, agents, servants, attorneys and employees, its predecessors, successors, assigns, and insurers, irrevocably unconditionally and fully the Company RELEASES, ACQUITS, and FOREVER DISCHARGES Employee and each of his past and present affiliates, partners, and representatives, their predecessors, successors, assigns and insurers, from ANY and ALL charges, causes of action, claims and damages, including attorney’s fees, the Company may have against Employee which could have arisen out of Employee’s employment or separation from employment with the Company or his service as an officer or director of the Company or any other matter related to his association with the Company, including the Employment Agreement and any compensation due thereunder, whether known or unknown, existing as of the Execution Date. The Company hereby irrevocably, unconditionally, and fully releases, acquits, and forever discharges Employee from any and all charges, complaints, claims, liabilities, damagesobligations, costs, obligationslosses, debts and expenses (including attorney's ’s fees and costs actually accruedincurred), of any nature whatsoever (excluding any felonious act), whether acts) known or unknown, suspected or unsuspected, including, including without limitation, limitation any rights arising out of: of alleged violations of any contract, express or implied, written or verbal; , any covenant of good faith and fair dealing, express or implied; , any tort; , or any federal, state or other governmental statute, regulation, or ordinance; Employee's employment . Notwithstanding the foregoing, nothing herein will constitute a release of Employee from causes of action, claims, or separation damages, including attorney’s fees, which may arise from employment with CT; Employee's service acts or omissions of Employee after the Execution Date or in contravention of this Agreement.
(c) Employee and the Company (as an officer defined above in this Section 8), in consideration for the promises made in this Agreement, will once again reaffirm, execute, and deliver mutual releases in the form attached as Exhibit D upon satisfaction of CT; or any other matter related to his association with CT. all applicable obligations by the Company under Sections 4, 5 and 6 (through the date on which the mutual release is executed).
(d) It is expressly agreed and understood by Employee and CT the Company that this Agreement is Section 8(a)-(e) constitutes a general release.
(e) The Company will indemnify and hold harmless the Employee in respect of acts or omissions as a director, officer, employee, or consultant occurring up to and including the Execution Date to the same extent and with the same limitations as if he was an officer of the Company to the fullest extent permitted by the Texas Business Corporation Act, as amended, and the Company’s articles of incorporation and bylaws in effect on the date of this Agreement, and will indemnify and hold harmless the Employee in respect of any claims, liabilities, obligations, or expenses in respect of or relating to this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Transition Agreement and General Release (Aegis Communications Group Inc)
