Common use of Executive’s Release of the Company Clause in Contracts

Executive’s Release of the Company. (a) Except as otherwise set forth in this Agreement, Executive hereby releases, acquits and forever discharges the Company, its parents, subsidiaries and affiliates, and their officers, directors, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date Executive executes this Agreement, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the Texas Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing. (b) Notwithstanding the foregoing, this Agreement shall not operate to release any rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.

Appears in 1 contract

Samples: Transition Agreement (American Airlines Inc)

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Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Transition and Separation Agreement entered into between the Parties as of July 7, 2014 (the “Transition and Separation Agreement”); and (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Transition and Separation Agreement, this the Option Agreements, or the Indemnification Agreement shall (each as defined in the Transition and Separation Agreement). This release does not operate to release claims or rights that cannot be released as a matter of law, including, but not limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that the Executive may have as a shareholder of the Company or for vested benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to continued participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.

Appears in 1 contract

Samples: Transition and Separation Agreement (Raptor Pharmaceutical Corp)

Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Transition and Separation Agreement entered into between the Parties as of July 15, 2015 (the “Transition and Separation Agreement”); and (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Transition and Separation Agreement or the Equity Agreements (as defined and amended by the Transition and Separation Agreement). This release does not release claims or rights that cannot be released as a matter of law, this Agreement shall including, but not operate to release any rights or claims of Executive limited to, (i) to accrued or vested benefits the undersigned may have, if any, as of the date hereof claims for indemnity under any applicable plan, policy, practice, program, contract or agreement with the Company, California Labor Code Section 2802; and (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a directorright to communicate with, officer cooperate with, or employee provide information to, any federal, state or local government regulator, including but not limited to the Equal Employment Opportunity Commission, California Department of AMR CorporationFair Employment, American AirlinesSecurities and Exchange Commission, Inc. and US AirwaysCommodity Futures Trading Commission, Inc. (or the “Affiliated Entities”) and Department of Justice; provided, however, that to the extent permitted by law Executive does release his right to secure damages or other monetary compensation from the Company (including under Section 4.12 of that certain Agreement and Plan of Mergerfor any alleged discrimination, dated as of February 13harassment, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations retaliation or interference with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee his alleged rights under applicable lawlaw and regulation.

Appears in 1 contract

Samples: Transition and Separation Agreement (Raptor Pharmaceutical Corp)

Executive’s Release of the Company. (a) Except as otherwise set forth in In consideration of the compensation payable to the Executive under the terms and conditions of this Agreement, Executive and for other good and valuable consideration, receipt of which is hereby acknowledged: a. Subject to Section 11(a), the Executive, for himself and for his heirs, executors, administrators, trustees and legal representatives, and their respective successors and assigns (collectively, the “Releasors”) hereby releases, remises, and acquits the Company and forever discharges the Company, its parents, subsidiaries and affiliatesaffiliates and all of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their respective assets, employee benefit plans or funds, or past, present or future directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents or counsel, and their officers, directors, agents, servants, employees, shareholders, predecessors, respective successors and assigns, whether acting on behalf of and the Company or its subsidiaries or affiliates or, in their individual capacities (the “Released Party” or “Released Parties”), from any and all claims, liabilitiesknown or unknown, which the Releasors have or may have against any Released Parties arising on or prior to the date that the Executive executes this Agreement, and any and all liability which any such Released Party may have to the Releasors, whether denominated in claims, demands, causes of action, costsobligations, expensesdamages or liabilities arising from any and all bases, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date Executive executes this Agreement, including, but not limited to (i) the Family and Medical Leave Act of 1993, the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the Xxxxx Civil Rights Act, the California Family Rights Act, and the California Labor, Government, and Business and Professions Codes, all as amended; (ii) any and all claims arising from or relating to: all , as applicable, the Executive’s service as an officer of the Company or any of its subsidiaries or affiliates and the termination or resignation of such claims and demands directly officer positions, or indirectly arising out of or in any way connected with the Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that such employment; (iii) all claims related to the Executive’s compensation or benefits from the Company or the Released Parties, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, vacation pay, leave pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other equity or ownership interests in the CompanyCompany or the Released Parties; (iv) all claims for breach of contract, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the Texas Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; termination and breach of the implied covenant of good faith and fair dealing; (v) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and discharge in violation of public policy and all other claims under common law; and (vi) all federal, state and local statutory or constitutional claims, including claims for compensation, discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (other than claims related to the Age Discrimination in Employment Act of 1967 or the Older Workers Benefit Protection Act) (referred to collectively as the “Released Claims”). (b) b. The Executive expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California, which states as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.” The Executive understands the significance of the Executive’s release of unknown claims and waiver of statutory protection against a release of unknown claims. The Executive expressly assumes the risk of such unknown and unanticipated claims and agrees that this Release applies to all Released Claims, whether known, unknown or unanticipated. c. Notwithstanding the foregoingforegoing in this Section 8, this Agreement the Released Claims shall not operate to release any rights apply to, or claims of Executive include (i) to accrued or vested benefits the undersigned may haveExecutive’s rights, if any, as of the date hereof to be covered under any applicable planinsurance policy with respect to any liability the Executive incurred or might incur as an employee, policy, practice, program, contract officer or agreement with director of the Company, or the Executive’s rights, if any, to indemnification under the by-laws or articles of incorporation of the Company, by contract, or as a matter of law; (ii) to obligations to indemnify any right the Executive respecting acts or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) may have to obtain contribution as permitted by law in the event of the entry of judgment against the Executive as a result of any act or failure to act for which both the Executive, on the one hand, and Company or any other Released Party, on the other hand, are jointly liable; (iii) any rights Executive may have under the employee benefit plans, programs, or policies of the Company and its affiliates; (iv) Executive’s rights following the date hereof with respect to any equity interests Executive holds in the Company or any of the Affiliated Entities are jointly responsibleits past or present affiliates; or (v) the Executive’s right to any claims which cannot be waived by an employee under applicable lawenforce this Agreement.

Appears in 1 contract

Samples: Transition Agreement (Trinet Group, Inc.)

Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the end of such employment relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act; (iv) any and all claims for violation of the federal or any state constitution; (v) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as amended; tort law; a result of the Transition and Separation Agreement entered into between the Parties as of [________], 2018 (the “Transition and Separation Agreement”); (vii) any claim for breach of contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and or breach of the implied covenant of good faith and fair dealing; (viii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this Section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Transition and Separation Agreement or the Award Agreements (as defined in the Transition and Separation Agreement). This release does not release claims or rights that cannot be released as a matter of law, this Agreement shall including, but not operate to release limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that Executive may have as a shareholder of the Company or for vested benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to continued participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise Executive agrees that the consideration set forth in this Agreement, Agreement represents settlement in full of all outstanding obligations owed to Executive hereby releases, acquits by the Company and forever discharges the Company, its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servantsinvestors, employeesattorneys, shareholdersaffiliates, predecessorsdivisions, successors and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). (a) Executive, on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and from including the Effective Date of this Agreement, including, without limitation: (i) any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, claims relating to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on arising from Executive’s employment relationship with Company and the Company)termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, arising out both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or in intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any way related to agreementsand all claims for violation of any federal, eventsstate, acts or conduct at any time prior to and including the date Executive executes this Agreementmunicipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Employment and Housing Labor Standards Act, except as amended; tort prohibited by law; contract the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; wrongful dischargethe Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing. (b) Notwithstanding the foregoing, this Agreement shall not operate to release any rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.Uniformed Services

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise Executive agrees that the consideration set forth in this Agreement, Agreement represents settlement in full of all outstanding obligations owed to Executive hereby releases, acquits by the Company and forever discharges the Company, its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servantsinvestors, employeesattorneys, shareholdersaffiliates, predecessorsdivisions, successors and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). (a) Executive, on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and from including the Effective Date of this Agreement, including, without limitation: (i) any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, claims relating to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on arising from Executive’s employment relationship with Company and the Company)termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, arising out both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or in intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any way related to agreementsand all claims for violation of any federal, eventsstate, acts or conduct at any time prior to and including the date Executive executes this Agreementmunicipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoing, release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement shall or the Equity Award agreements. This release does not operate to release any claims or rights or claims that cannot be released as a matter of Executive law, including, but not limited to, (i) to accrued claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or vested benefits the undersigned losses by Executive) any other indemnification, defense, or hold-harmless rights Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a directorright to bring to the attention of the Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, officer harassment or employee of AMR Corporationretaliation; provided, American Airlineshowever, Inc. that Executive does release her right to obtain damages for any such claims; and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) Executive’s right to obligations communicate or cooperate with respect to insurance coverage any government agency. This release does not release claims or rights that the Executive may have as a shareholder of the Company or for benefits under any of benefit plan or to participation in any such plan pursuant to the Company’s terms thereof or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law. (c) Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise Executive agrees that the consideration set forth in this Agreement, Agreement represents settlement in full of all outstanding obligations owed to Executive hereby releases, acquits by the Company and forever discharges the Company, its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servantsinvestors, employeesattorneys, shareholdersaffiliates, predecessorsdivisions, successors and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). (a) Executive, on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and from including the Effective Date of this Agreement, including, without limitation: (i) any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, claims relating to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on arising from Executive’s employment relationship with Company and the Company)termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, arising out both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or in intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any way related to agreementsand all claims for violation of any federal, eventsstate, acts or conduct at any time prior to and including the date Executive executes this Agreementmunicipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement, this Agreement shall the Option Agreements, or the Indemnification Agreement. This release does not operate to release claims or rights that cannot be released as a matter of law, including, but not limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that the Executive may have as a shareholder of the Company or for benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law. (c) Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

Appears in 1 contract

Samples: Transition and Separation Agreement (Raptor Pharmaceutical Corp)

Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Change in Control Severance Agreement entered into between the Parties as of [ ], 2015 (the “CIC Agreement”); and (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the CIC Agreement. This release does not release claims or rights that cannot be released as a matter of law, this Agreement shall including, but not operate to release any rights or claims of Executive limited to, (i) to accrued or vested benefits the undersigned may have, if any, as of the date hereof claims for indemnity under any applicable plan, policy, practice, program, contract or agreement with the Company, California Labor Code Section 2802; and (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a directorright to communicate with, officer cooperate with, or employee provide information to, any federal, state or local government regulator, including but not limited to the Equal Employment Opportunity Commission, California Department of AMR CorporationFair Employment, American AirlinesSecurities and Exchange Commission, Inc. and US AirwaysCommodity Futures Trading Commission, Inc. (or the “Affiliated Entities”) and Department of Justice; provided, however, that to the extent permitted by law Executive does release his right to secure damages or other monetary compensation from the Company (including under Section 4.12 of that certain Agreement and Plan of Mergerfor any alleged discrimination, dated as of February 13harassment, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations retaliation or interference with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee his alleged rights under applicable lawlaw and regulation.

Appears in 1 contract

Samples: Change in Control Severance Agreement (Raptor Pharmaceutical Corp)

Executive’s Release of the Company. (a) Except as otherwise Executive agrees that the consideration set forth in this Agreement, Agreement represents settlement in full of all outstanding obligations owed to Executive hereby releases, acquits by the Company and forever discharges the Company, its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servantsinvestors, employeesattorneys, shareholdersaffiliates, predecessorsdivisions, successors and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). (a) Executive, on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and from including the Effective Date of this Agreement, including, without limitation: (i) any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, claims relating to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on arising from Executive’s employment relationship with Company and the Company)termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, arising out both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or in intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any way related to agreementsand all claims for violation of any federal, eventsstate, acts or conduct at any time prior to and including the date Executive executes this Agreementmunicipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement, this the RSU Award Agreement shall or the Option Agreements. This release does not operate to release claims or rights that cannot be released as a matter of law, including, but not limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that Executive may have as a shareholder of the Company or for benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law. (c) Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

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Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act; (iv) any and all claims for violation of the federal or any state constitution; (v) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as amended; tort law; a result of the Transition and Separation Agreement entered into between the Parties as of ___________________, 2017; (vii) any claim for breach of contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and or breach of the implied covenant of good faith and fair dealing; and (viii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoing, release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement shall or the Equity Award agreements. This release does not operate to release any claims or rights or claims that cannot be released as a matter of Executive law, including, but not limited to, (i) to accrued claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or vested benefits the undersigned losses by Executive) any other indemnification, defense, or hold-harmless rights Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a directorright to bring to the attention of the Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, officer harassment or employee of AMR Corporationretaliation; provided, American Airlineshowever, Inc. that Executive does release her right to obtain damages for any such claims; and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) Executive’s right to obligations communicate or cooperate with respect to insurance coverage any government agency. This release does not release claims or rights that the Executive may have as a shareholder of the Company or for benefits under any of benefit plan or to participation in any such plan pursuant to the Company’s terms thereof or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise Executive agrees that the consideration set forth in this Agreement, Agreement represents settlement in full of all outstanding obligations owed to Executive hereby releases, acquits by the Company and forever discharges the Company, its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servantsinvestors, employeesattorneys, shareholdersaffiliates, predecessorsdivisions, successors and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). (a) Executive, on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and from including the Effective Date of this Agreement, including, without limitation: (i) any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, claims relating to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on arising from Executive’s employment relationship with Company and the Company)end of such employment relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, arising out both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or in intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any way related to agreementsand all claims for violation of any federal, eventsstate, acts or conduct at any time prior to and including the date Executive executes this Agreementmunicipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoing, release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement shall or the Award Agreements. This release does not operate to release claims or rights that cannot be released as a matter of law, including, but not limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that Executive may have as a shareholder of the Company or for benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law. (c) Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act; (iv) any and all claims for violation of the federal or any state constitution; (v) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as amended; tort law; a result of the Transition and Separation Agreement entered into between the Parties as of September 4, 2014 (the “Transition and Separation Agreement”); (vii) any claim for breach of contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and or breach of the implied covenant of good faith and fair dealing; (viii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this Section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Transition and Separation Agreement or the Stock Agreements (each as defined in the Transition and Separation Agreement). This release does not release claims or rights that cannot be released as a matter of law, this Agreement shall including, but not operate to release limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that the Executive may have as a shareholder of the Company or for vested benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to continued participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise set forth in this AgreementExecutive, Executive on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby releases, acquits and forever discharges releases the Company, Company and its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servants, employees, shareholders, predecessors, successors and assigns, of and from any and all claims, liabilities, demands, causes of action, costs, expensesinvestors, attorneys’ fees, damagesaffiliates, indemnities divisions, and obligations of every kind subsidiaries, and naturepredecessor and successor corporations and assigns (the “Releasees”) from, in law, equityand agrees not to xxx concerning, or otherwisein any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known and or unknown, suspected and or unsuspected, disclosed and undisclosed (other than any claim for indemnification that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have as a result of any third party action against Executive based on Executive’s employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to occurred up until and including the date Executive executes signs this AgreementRelease, including, without limitation: (i) any and all claims relating to or arising from Executive’s employment relationship with Company and the termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act; (iv) any and all claims for violation of the federal or any state constitution; (v) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as amended; tort law; a result of the Transition and Separation Agreement entered into between the Parties as of [________], 2019 (the “Transition and Separation Agreement”); (vii) any claim for breach of contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and or breach of the implied covenant of good faith and fair dealing; (viii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this Section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Transition and Separation Agreement or the Option Agreements (as defined in the Transition and Separation Agreement). This release does not release claims or rights that cannot be released as a matter of law, this Agreement shall including, but not operate to release limited to, claims under Division 3, Article 2 of the California Labor Code (which includes California Labor Code Section 2802 regarding indemnity for necessary expenditures or losses by Executive) any other indemnification, defense, or hold-harmless rights or claims of Executive (i) to accrued or vested benefits the undersigned may have, if any, as and Executive’s right to bring to the attention of the date hereof Equal Employment Opportunity Commission or California Department of Fair Employment and Housing claims of discrimination, harassment or retaliation; provided, however, that Executive does release his right to obtain damages for any such claims. This release does not release claims or rights that Executive may have as a shareholder of the Company or for vested benefits under any applicable plan, policy, practice, program, contract benefit plan or agreement with to continued participation in any such plan pursuant to the Company, (ii) to obligations to indemnify Executive respecting acts terms thereof or omissions in connection with Executive’s service as a director, officer or employee of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable law.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Executive’s Release of the Company. (a) Except as otherwise Executive agrees that the consideration set forth in this Agreement, Agreement represents settlement in full of all outstanding obligations owed to Executive hereby releases, acquits by the Company and forever discharges the Company, its parents, subsidiaries current and affiliates, and their former officers, directors, employees, agents, servantsinvestors, employeesattorneys, shareholdersaffiliates, predecessorsdivisions, successors and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). (a) Executive, on his own behalf and on behalf of his family members, heirs, executors, administrators, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and from including the Effective Date of this Agreement, including, without limitation: (i) any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, claims relating to or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification Executive may have as a result of any third party action against Executive based on arising from Executive’s employment relationship with Company and the Company)termination of that relationship; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, arising out both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or in intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; (iii) any way related to agreementsand all claims for violation of any federal, eventsstate, acts or conduct at any time prior to and including the date Executive executes this Agreementmunicipal statute, including, but not limited to: all such claims and demands directly or indirectly arising out , Title VII of or in any way connected with Executive’s employment with the Company (and/or any parent, subsidiary, affiliate, predecessor, successors and assigns) or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of equity or compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement Income Security Civil Rights Act of 1974, as amended1991; the federal Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Texas Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act, except as prohibited by law; the Xxxxxxxx-Xxxxx Act of 2002, except as prohibited by law; the Uniformed Services Employment and Reemployment Rights Act; the California Family Rights Act; the California Labor Code, except as prohibited by law; the California Workers’ Compensation Act, except as prohibited by law; and the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; ; (iv) any and breach all claims for violation of the implied covenant federal or any state constitution; (v) any and all claims arising out of good faith any other laws and fair dealingregulations relating to employment or employment discrimination; (vi) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and (vii) any and all claims for attorneys’ fees and costs. (b) Notwithstanding Executive agrees that the foregoingrelease set forth in this Section 6 shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or the Equity Agreements (as amended by this Agreement). This release does not release claims or rights that cannot be released as a matter of law, including, but not limited to, (i) claims for indemnity under California Labor Code Section 2802; and (ii) Executive’s right to communicate with, cooperate with, or provide information to, any federal, state or local government regulator, including but not limited to the Equal Employment Opportunity Commission, California Department of Fair Employment, Securities and Exchange Commission, Commodity Futures Trading Commission, or the Department of Justice; provided, however, that to the extent permitted by law Executive does release his right to secure damages or other monetary compensation from the Company for any alleged discrimination, harassment, retaliation or interference with his alleged rights under applicable law and regulation; . (c) Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive acknowledges that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not operate be effective until after the revocation period has expired; and (e) nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Release and returns it to the Xxxxxx Xxxx, Vice President Global Human Resources in less than the 21-day period identified above, Executive hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. To revoke his acceptance of this Agreement, Executive must contact Xxxxxx Xxxx, Vice President Global Human Resources, by email at xxxxx@xxxxxxxxxxxx.xxx no later than 5 p.m. on the 7th day following Executive’s signature of this Release. (d) Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive, being aware of said code section, agrees to expressly waive any rights or claims of Executive (i) to accrued or vested benefits the undersigned he may have, if anyhave thereunder, as of the date hereof well as under any applicable plan, policy, practice, program, contract other statute or agreement with the Company, (ii) to obligations to indemnify Executive respecting acts or omissions in connection with Executive’s service as a director, officer or employee common law principles of AMR Corporation, American Airlines, Inc. and US Airways, Inc. (the “Affiliated Entities”) and the Company (including under Section 4.12 of that certain Agreement and Plan of Merger, dated as of February 13, 2013, among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. (the “Merger Agreement”)); (iii) to obligations with respect to insurance coverage under any of the Company’s or the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies (including under Section 4.12 of the Merger Agreement); (iv) to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible; or (v) to any claims which cannot be waived by an employee under applicable lawsimilar effect.

Appears in 1 contract

Samples: Transition and Separation Agreement (Raptor Pharmaceutical Corp)

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