Common use of Executives General Release and Waiver of Claims Clause in Contracts

Executives General Release and Waiver of Claims. For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•], 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”).

Executives General Release and Waiver of Claims. For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Separation Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, ; the Equal Pay Act, ; the Fair Labor Standards Act, as amended, ; the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Separation Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•]July 29, 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”).

Executives General Release and Waiver of Claims. For a. In consideration of Executive’s release of claims, and subject to full performance by Company under the terms and conditions specified therein, Executive, on behalf of himself and Executive’s spouse, attorneys, heirs, executors, administrators, trustees, legal representatives, agents, successors and assigns (hereinafter collectively referred to for purposes of this Agreement, Section 1 as the “Released Parties” meansExecutive”), individually and collectivelyHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the CompanyGENERALLY RELEASES, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., AND FOREVER DISCHARGES Company and its subsidiaries past, present and affiliated fundsfuture affiliates, TPG Partners VIrelated entities, L.P. and its direct and indirect parent companies, subsidiaries and affiliatessubsidiary companies, including affiliated investment funds and management companiesdivisions, and each of such entities’ successors, assigns, current or former employeestheir respective predecessors, officers, directors, ownersmanagers, shareholdersemployees, trustees, fiduciaries, administrators, executives, agents, representatives, administratorsprincipals, fiduciaries, agentsaccountants, insurers, attorneys, successors and employee benefit programs assigns (and collectively, the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives “Company Released Parties”) from any and all actual and potential claims, liabilitiescharges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations, losses, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ counsel fees, damagesand liabilities of any kind or nature whatsoever, indemnities and obligations of every kind and nature, at law or in law, equity, WHETHER KNOWN OR UNKNOWN, existing or otherwise, known and unknowncontingent, suspected and or unsuspected, disclosed and undisclosedapparent or concealed, foreign or domestic which Executive has now or in the future may claim to have against any or all of Company Released Parties, including without limitation claims based upon, arising out of of, or in any way related relating to agreementsany facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, acts causes, matters or conduct at things of any time conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to and including the Executive’s execution date of this AgreementRelease Agreement that are in any way based upon, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters arising under, or relating to Executive’s employment includingwith Company or any of its subsidiaries or affiliates, the termination of Executive’s employment with Company or any of its subsidiaries or affiliates, Executive’s services as an officer, director, or employee of Company or any of its subsidiaries or affiliates (hereinafter collectively referred to as the “Executive’s Released Claims”). The Executive’s Released Claims include, without limitation, claims or demands related to salarybased on, bonuses, commissions, stock, equity awardsarising under, or any other ownership interest relating to the Age Discrimination in the Company or any of their affiliatesEmployment Act, vacation pay29 U.S.C. § 621 et seq., fringe benefits, expense reimbursements, severance pay, or any other form of compensationas amended; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended; amended (including the Civil Rights Act of 1991); the Americans with Disabilities ActAct of 1990, 42 U.S.C. § 12101 et seq., as amended; claims under the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., as amended; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., as amended, ; the Equal Pay Act of 1963, 29 U.S.C. § 206(d), as amended; Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq., as amended; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., as amended; the Fair Labor Standards ActManagement Relations Act 29 U.S.C. §§ 141 et seq., as amended, the Family Occupational Safety and Medical Leave Act of 1993Health Act, 29 U.S.C. §§ 651 et seq., as amended; the Age Discrimination in Employment Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961 et seq., as amended; the Sarbanes Oxley Act of 1967, as amended (2002; the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, Sabine Pilot Doctrine or the American Jobs Creation Act of 2004; any other federal, state or local statutory laws of any country governing relating to employment, discrimination in employmentemployment (including, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•], 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right California Fair Employment and Housing Act; the California Family Rights Act; the California Equal Pay Law; the Uxxxx Civil Rights Act, California Civil Code Section 51 et seq.; the California Labor Code; the California Civil Code; the California Constitution; the California Business and Professions Code 17200), termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by Company Released Parties; any common law claims, including but not limited to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of actions in tort, defamation, fraud (including fraudulent inducement into this Release Agreement), (5) rights as an equity holder promissory estoppel, negligence, and breach of the Company contract; any claims or an affiliate, (6) rights to be indemnified and/or advanced expenses damages for wrongful discharge or retaliatory discharge; and any claims arising under any corporate document of the Company common law theory or an affiliateany federal, any agreement state, or pursuant to applicable law local statute or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is ordinance not expressly prohibited by law (the “Excluded Obligations”)referenced above.

Executives General Release and Waiver of Claims. For a. In consideration of Executive’s right to receive consideration as a consultant (as defined in the Agreement) and Company’s release of claims, and subject to full performance by Company under the terms and conditions specified therein, Executive, on behalf of himself and Executive’s spouse, attorneys, heirs, executors, administrators, trustees, legal representatives, agents, successors and assigns (hereinafter collectively referred to for purposes of this Agreement, Section 1 as the “Released Parties” meansExecutive”), individually and collectivelyHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the CompanyGENERALLY RELEASES, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., AND FOREVER DISCHARGES Company and its subsidiaries past, present and affiliated fundsfuture affiliates, TPG Partners VIrelated entities, L.P. and its direct and indirect parent companies, subsidiaries and affiliatessubsidiary companies, including affiliated investment funds and management companiesdivisions, and each of such entities’ successors, assigns, current or former employeestheir respective predecessors, officers, directors, ownersmanagers, shareholdersemployees, trustees, fiduciaries, administrators, executives, agents, representatives, administratorsprincipals, fiduciaries, agentsaccountants, insurers, attorneys, successors and employee benefit programs assigns (and collectively, the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives “Company Released Parties”) from any and all actual and potential claims, liabilitiescharges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations, losses, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ counsel fees, damagesand liabilities of any kind or nature whatsoever, indemnities and obligations of every kind and nature, at law or in law, equity, WHETHER KNOWN OR UNKNOWN, existing or otherwise, known and unknowncontingent, suspected and or unsuspected, disclosed and undisclosedapparent or concealed, foreign or domestic which Executive has now or in the future may claim to have against any or all of Company Released Parties, including without limitation claims based upon, arising out of of, or in any way related relating to agreementsany facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, acts causes, matters or conduct at things of any time conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to and including the Executive’s execution date of this AgreementRelease Agreement that are in any way based upon, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters arising under, or relating to Executive’s employment includingwith Company or any of its subsidiaries or affiliates, the termination of Executive’s employment with Company or any of its subsidiaries or affiliates, Executive’s services as an officer, director, or employee of Company or any of its subsidiaries or affiliates (hereinafter collectively referred to as the “Executive’s Released Claims”). The Executive’s Released Claims include, without limitation, claims or demands related to salarybased on, bonuses, commissions, stock, equity awardsarising under, or any other ownership interest relating to the Age Discrimination in the Company or any of their affiliatesEmployment Act, vacation pay29 U.S.C. § 621 et seq., fringe benefits, expense reimbursements, severance pay, or any other form of compensationas amended; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended; amended (including the Civil Rights Act of 1991); the Americans with Disabilities ActAct of 1990, 42 U.S.C. § 12101 et seq., as amended; claims under the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., as amended; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., as amended, ; the Equal Pay Act of 1963, 29 U.S.C. § 206(d), as amended; Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq., as amended; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., as amended; the Fair Labor Standards ActManagement Relations Act 29 U.S.C. §§ 141 et seq., as amended, the Family Occupational Safety and Medical Leave Act of 1993Health Act, 29 U.S.C. §§ 651 et seq., as amended; the Age Discrimination in Employment Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961 et seq., as amended; the Sarbanes Oxley Act of 1967, as amended (2002; the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, Sabine Pilot Doctrine or the American Jobs Creation Act of 2004; any other federal, state or local statutory laws of any country governing relating to employment, discrimination in employmentemployment (including, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•], 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right California Fair Employment and Housing Act; the California Family Rights Act; the California Equal Pay Law; the Uxxxx Civil Rights Act, California Civil Code Section 51 et seq.; the California Labor Code; the California Civil Code; the California Constitution; the California Business and Professions Code 17200), termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by Company Released Parties; any common law claims, including but not limited to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of actions in tort, defamation, fraud (including fraudulent inducement into this Release Agreement), (5) rights as an equity holder promissory estoppel, negligence, and breach of the Company contract; any claims or an affiliate, (6) rights to be indemnified and/or advanced expenses damages for wrongful discharge or retaliatory discharge; and any claims arising under any corporate document of the Company common law theory or an affiliateany federal, any agreement state, or pursuant to applicable law local statute or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is ordinance not expressly prohibited by law (the “Excluded Obligations”)referenced above.