Full Release of Claims Sample Clauses

Full Release of Claims. In consideration for the Bank’s promise to pay to Executive the compensation and benefits specified in Section 1 of this Agreement, and the Bank’s and Nxxxxxx’x other promises set forth in this Agreement, Executive, for himself and his heirs, personal representatives, successors, and assigns, and anyone claiming by or through any of them, does hereby forever discharge and release the Bank Released Parties (as hereinafter defined), jointly and severally, from any and all Claims, regardless of whether such Claims or the nature thereof are known or unknown as of the date hereof or which thereafter arise from any matter, fact, circumstance, event, happening or thing whatsoever occurring or failing to occur, which Executive may have or which could be asserted by another on Executive’s behalf against the Bank, Nxxxxxx, XX Bank and NPB relating to Executive’s employment at the Bank and NP Bank and/or the cessation thereof through the Termination Date, including, but not limited to, any rights or claims for compensation or benefits for periods of employment with the Bank or NP Bank ending on the Termination Date (collectively, the “General Release”); provided, however, that the foregoing release shall not cover or include Claims related to enforcement of this Agreement. Executive covenants and agrees that the Executive Parties (as hereinafter defined), shall not, and shall have no right to, commence or maintain any suit, action or proceeding in respect of any Claim released hereby. Executive represents and warrants with respect to each Claim released hereby that the Executive Parties have not in any manner assigned, pledged or otherwise voluntarily or involuntarily disposed of or transferred to any Person (as hereinafter defined) any interest in any Claim released hereby, and that each Claim of the Executive Parties against the Bank Released Parties described herein is fully and finally discharged, settled and satisfied. The Executive Parties shall indemnify and hold the Bank Released Parties harmless from any and all reasonable costs, expenses, liabilities and damages, including, without limitation, all reasonable attorneys’ fees and disbursements, incurred by reason of any breach of any of the covenants, warranties and representations contained in this Section 3. The General Release set forth in this Section 3 shall (i) be binding upon the Executive Parties, and shall inure to the benefit of the successors, heirs, personal representatives and assigns of the Bank...
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Full Release of Claims. Executive, on behalf of Executive and Executive’s spouse (if any), representatives, estate, heirs, executors, administrators, successors or any persons or entities acting by or through Executive or on Executive’s behalf hereby KNOWINGLY AND VOLUNTARILY WAIVES, RELEASES AND DISCHARGES the Company and its past, present and future direct and indirect parent, subsidiary, affiliated, or related companies, including but not limited to P10, Inc. and P10 Holdings, Inc. (collectively, the “Affiliated Entities”), together with each and all of their respective past, present and future shareholders, investors, officers, directors, partners, members, managers, principals, servants, employees, agents, contractors, representatives, attorneys, insurers (in each case, individually and in their official capacities) and each of their respective employee benefit plans as well as any predecessors, successors, and assigns of the foregoing (collectively, the “Released Parties”) from and against any and all rights, claims, charges, controversies, complaints, debts, losses, liabilities, demands, obligations, promises, acts, suits, damages, costs, expenses, attorney’s fees, agreements, grievances, losses, arbitrations, defenses, actions, causes of action and/or damages, whether in law or in equity, known or unknown, accrued or unaccrued, direct or derivative, liquidated or unliquidated, and suspected or unsuspected, that are based upon facts, events, acts or omissions occurring on or before the Effective Date of this Agreement, including, but not limited to, any matter or action related to Executive’s employment with or separation from the Company other than (i) claims that cannot be waived by law, (ii) rights to indemnification, advancement or reimbursement of expenses from the Company or the Affiliated Entities under any agreement with Executive, their respective certificates of incorporation or bylaws, or applicable law, and (iii) Executives rights under this Agreement (collectively, the “Excluded Claims”). Executive understands and agrees that the release of claims contained in this Section excludes the Excluded Claims but otherwise includes, but is not limited to: (a) any and all claims arising under any state or local laws, rules, regulations or ordinances, including but not limited to all claims arising under any federal laws, rules or regulations, including but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Family and Medical Le...
Sample 1
Full Release of Claims. Employee hereby releases, acquits, satisfies and forever discharges Employer from any and all actions, causes of action, claims, demands, losses, claims for attorneys’ fees, and all other forms of civil damages, occurrences, and liabilities of any kind whatsoever, both known or unknown, arising out of any matter, happening, or thing, from the beginning of time to the date of this Agreement. This full release of claims specifically includes, but is not limited to: any and all claims related to the Employee’s employment with Employer and the termination of Employee’s employment with Employer; claims of age discrimination pursuant to the Age Discrimination In Employment Act (“ADEA”), any and all claims for unpaid wages, compensation, bonuses or related damages; and any and all other claims of any nature whatsoever, whether known or unknown, and whether based on tort, contract (express or implied), statute, regulation or ordinance, federal, state or local. By entering into this Agreement, Employee does not waive any rights or claims that might arise as a result of any conduct that occurs after the date this Agreement is signed by the parties, nor shall this Agreement be interpreted to provide that Employee has entered into any covenant or promise that would be invalid under applicable federal or state law.
Sample 1
Full Release of Claims. Executive, on behalf of Executive and Executive’s spouse (if any), representatives, estate, heirs, executors, administrators, successors or any persons or entities acting by or through Executive or on Executive’s behalf hereby KNOWINGLY AND VOLUNTARILY WAIVE, RELEASE AND DISCHARGE the Company and its past, present and future parent, subsidiary, affiliated, or related companies, including but not limited to RPC, P10, P10 Holdings, Inc., and P10 Intermediate Holdings, LLC (collectively, the “Affiliated Entities”), together with each and all of their respective past, present and future shareholders, investors, officers, directors, partners, members, managers, principals, servants, employees, agents, contractors, representatives, attorneys, insurers, predecessors, successors, and assigns (collectively, the “Released Parties”) from and against any and all rights, claims, complaints, debts, losses, liabilities, demands, obligations, promises, acts, agreements, grievances, losses, arbitrations, defenses, actions, causes of action and/or damages, whether in law or in equity, known or unknown, accrued or unaccrued, direct or derivative, liquidated or unliquidated, and suspected or unsuspected, that are based upon facts, events, acts or omissions occurring on or before the DOCPROPERTY "DocID" \* MERGEFORMAT 4876-0893-9619.1 Effective Date of this Agreement, including, but not limited to, any matter or action related to Executive’s employment with or separation from the Company. Executive understands and agrees that the release of claims contained in this Paragraph includes, but is not limited to: a. any and all claims arising under any state or local laws, rules, regulations or ordinances, including but not limited to all claims arising under any federal laws, rules or regulations, including but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Family and Medical Leave Act, the Americans With Disabilities Act, the ADA Amendments Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act (ADEA), including the Older Workers Benefit Protection Act (OWBPA), the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Sxxxxxxx-Xxxxx Act, the False Claims Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, the Hawaii State Constitution and its amendments, wage and hour laws, the Hawaii Dislocated Workers Act, the Hawaii Family Leave Law, the Hawaii Whistleblowers...
Sample 1
Full Release of Claims. In exchange for the consideration set forth in this Agreement, Employee agrees unconditionally to release and forever discharge Employer, its directors, officers, employees, agents, members and related entities, and all of their directors, officers, employees, agents and insurers (“Releasees”), from any and all claims that Employee had, now has or may have had against Employer or the Releasees at any time prior to the date this agreement becomes effective. Each of the Releasees is intended to be a third party beneficiary under this Agreement. Employee and Employer understand the word “claims” to include all actions, claims, causes of action, and grievances, whether actual or potential, known or unknown, and specifically but not exclusively all claims arising out of Employee’s employment with Employer and the termination of Employee’s employment, and any other claim or cause of action regardless of the forum in which it may be brought, including, without limitation, Title VII of the Civil Rights Act of 1964; the Reconstruction Era Civil Rights Act; the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act of 1967; the National Labor Relations Act; the Occupational Safety and Health Act; the Fair Credit Reporting Act; the United States Constitution, Hawaii State Constitution, Hawaii Employment Practices Law; Hawaii Wage and Hour Law; Hawaii Wages and Other Compensation Law; and any claims under any applicable federal, state or local labor and employment law or ordinance, including, but not limited to, any alleged breach of obligation, covenant or duty arising in contract and/or in tort; all common law claims including, without limitation, claims for wrongful discharge, breach of express or implied contract, intentional infliction of emotional distress, fraud, detrimental reliance, defamation; claims for any compensation including back wages, front pay, fringe benefits, incentive compensation, vacation pay, or any other form of economic loss; and all claims for attorneys fees or costs.
Sample 1
Full Release of Claims. Employee agrees, on behalf of himself and ---------------------- his heirs, executors, administrators, representatives, successors and assigns, in consideration of the terms and conditions set forth in this Agreement to fully and forever release Employer and each member of the Employer Group (as defined in Section 5) from any and all claims, damages, actions, causes of action, losses, liabilities, costs and expenses of any nature whatsoever, including, without limitation, court costs and attorneys' fees, whether or not now known, claimed or suspected, fixed or contingent, in law or at equity (hereinafter collectively referred to as "Claims") which he now has, has ever had, has ever claimed to have had or may have against Employer or any member of the Employer Group from the beginning of the world to the date that he executes this Agreement, including, but not limited to: any and all Claims arising directly or indirectly out of Employee's employment relationship with Employer, including, but not limited to, alleged violations of the National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974, as amended; the Immigration Reform Control Act, as amended; the Americans With Disabilities Act of 1990, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Family and Medical Leave Act of 1993, as amended; the Fair Labor Standards Act, as amended; the Occupational Safety and Health Act, as amended; the Consolidated Omnibus Budget Reconciliation Act, as amended; the Connecticut Human Rights and Opportunities Law, as amended; the Connecticut Wage Hour and Wage Payment Law, as amended; the Connecticut Family and Medical Leave Act, as amended; any other federal, state or local civil or human rights law or any other local, state or federal law, regulation, charter provision or ordinance; any public policy, contract, tort, or common law; and including any potential claim for costs, fees, or other expenses including attorneys' fees incurred in these matters. Employee agrees to indemnify and hold harmless Employer and each member of the Employer Group from the costs of any such action that may be brought. Employee acknowledges that certain states provide that a general release of claims does not extend to claims which the person executing the release does not know or suspect to exist in his favor a...
Sample 1
Full Release of Claims. 6.1. Xxxxxx, Xxxxxx’s representatives, heirs, executors, successors, administrators, and/or agents, both current and former (the “Releasing Parties”), unconditionally and irrevocably remise, release and forever discharge the Company of and from any and all liability, actions, claims, demands, costs, expenses (including but not limited to attorneys’ fees, mediation expenses, arbitration expenses, and other costs of litigation or dispute resolution), damages,causes of action (whether at law, equityor otherwise), suitsor obligations of any nature,whether statutory, contractual or tortious, whetherknown or unknown,foreseen or unforeseen, accrued or hereafteraccruing, which the Releasing Parties, have ever had, now have or may have in the future against the Company arising at anytime up to the Effective Date, including, without limitation of the foregoing general terms, any claim arising out of Holder’s ownership of Holder Membership Units the Company, employment with the Company, any occurrence, claim, allegation or relationship from or with the Company. In the event Holder files a charge, claim or lawsuit against the Company that alleges a claim released in this Section 6, the Company shall be entitled to all reasonable attorneys’ fees and costs incurred responding to Xxxxxx’s charge, claim or lawsuit. 6.2. Nothing in this Agreement is intended to or shall interfere with Xxxxxx’s right to participate in a proceeding with any appropriate federal, state, or local government agency enforcing employment laws, including, but not limited to the EqualEmployment Opportunity Commission (“EEOC”) or any comparable administrative state agency that enforces employment laws, nor shall this Agreement prohibit Holder from cooperating with any such agency in its investigation, but to the extent Holder does bring/file any such charge, claim or lawsuit concerning claims released in Section 6.1, the Holder’s monetaryrecovery is limited to the remuneration provided to Holder as consideration to this Agreement.
Sample 1
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Full Release of Claims. (a) In exchange for the Separation Benefits, Executive, for himself, his agents, attorneys, heirs, administrators, executors, assigns, and other representatives, and anyone acting or claiming to act on his or their joint or several behalf, hereby releases, waives, and forever discharges the Company, including its past or present executives, officers, directors, managers, trustees, board members, stockholders, agents, affiliates, parent entity(ies), subsidiaries, attorneys, successors, assigns, and other representatives, and anyone acting on their joint or several behalf (the “Releasees”), from any and all known and unknown claims, causes of action, demands, damages, costs, expenses, liabilities, or other losses arising on or prior to the date Executive signs this Release, including, but not limited to, those that in any way arise from, grow out of, or are related to Executive’s employment with the Company or any of its affiliates and subsidiaries or the termination thereof. By way of example only and without limiting the immediately preceding sentence, Executive agrees that he is releasing, waiving, and discharging any and all claims against the Company and the Releasees under (a) any federal, state, or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, Section 1981 of the Civil Rights Act of 1870, the Executive Retirement Income Security Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (the “ADEA”), the Family and Medical Leave Act (the “FMLA”), the Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act (the “FLSA”), applicable state civil rights, wrongful termination, wage and hour, or paid sick leave law(s), or (b) any federal, state, or municipal law, statute, ordinance or common law doctrine regarding (i) the existence or breach of oral or written contracts of employment, (ii) negligent or intentional misrepresentations, (iii) promissory estoppel, (iv) interference with contract or business relations, (v) defamation or damage to business or personal reputation, (vi) assault and battery, (vii) negligent or intentional infliction of emotional distress, (viii) unlawful discharge in violation of public policy, (ix) discrimination, (x) retaliation, (xi) wrongful discharge, (xii) harassment, (xiii) whistleblowing, (xiv) breach of implied covenant of good faith, or (xv) c...
Sample 1
Full Release of Claims. As a condition precedent to receiving the payments and benefits described in Section 5 of this Agreement, Officer shall be required to execute a full release of all claims for the benefit of Employer in a form provided exclusively by Employer. Upon execution of this release, Employer shall provide and/or begin the payments and benefits described in Section 5, within 10 days.
Sample 1

Related to Full Release of Claims

  • General Release of Claims Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.

  • Release of Claims Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on behalf of Executive, and Executive’s respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns, from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, 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 arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation, (a) any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; 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; and conversion; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act; (e) any and all claims for violation of the federal, or any state, constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (g) any and all claims for attorneys’ fees and costs. Executive agrees that the 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 severance obligations due Executive under the Management Retention Agreement. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

  • Mutual Release of Claims Except as expressly set forth in the last sentence of this Section 14, Consultant and Client, on behalf of themselves, and their respective heirs, executors, officers, directors, employees, consultants, investors, administrators, predecessor and successor corporations, and assigns, hereby fully and forever release each other and their respective heirs, executors, officers, directors, employees, consultants, investors, shareholders, administrators, predecessor and successor corporations, and assigns, from, and agree not to xxx concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement including, without limitation: (a) any and all claims relating to or arising from Consultant's service to the Company and the termination of that service; (b) any and all claims relating to, or arising from, Consultant's right to purchase, or actual purchase of shares of common stock of Client; (c) any and all claims of violation of public policy, discrimination, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, invasion of privacy and conversion; (d) any and all claims for violation of any federal, state or municipal constitution, law, statute, regulation or ordinance; and (e) any and all claims for attorneys' fees and costs. Client and Consultant agree that the release set forth in this Section 14 will be and remain in effect in all respects as a complete general release as to the matters released. Consultant agrees that this release does not extend to any claims of any nature or type against Consultant based on a breach by Consultant of any fiduciary duty owed to Client or its stockholders or any claims brought by the stockholders of Client against Consultant (whether in their own name or in the name, or on behalf, of Client).

  • Waiver and Release of Claims In consideration of, and subject to, the payment to be made to me by ____________ (the “Employer”) of the "Severance Payment" and the “Prorated Target Bonus Amount” (in each case as defined in the Severance Agreement, dated as of _________, entered into between me and the Company (the "Agreement")), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, Age Discrimination in Employment Act as amended by the Older Workers’ Benefits Protection Act, Employee Retirement Income Security Act of 1974, Americans with Disabilities Act, or any other federal, state or local legislation or common law relating to employment or discrimination in employment or otherwise; provided however, that no claim that I may have against the Employer in any capacity other than as an Employer shall be waived pursuant to this Waiver and Release. Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect (i) my rights to ongoing Severance Benefits under the terms of the Agreement; (ii) my rights to benefits (other than severance payments or benefits) under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; (iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director's and officers' liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights. I acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above. I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby consent to such terms and conditions. I acknowledge that (i) I am waiving any rights or claims I might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”); (ii) I have received consideration beyond that to which I was previously entitled; (iii) I have been given forty-five (45) days to review and consider this Waiver and Release of Claims (unless I have signed a written waiver of such review and consideration period); (iv) I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Company to do so if I choose; and (vi) I have been separately furnished a written schedule of all persons, listed by job title and age, within the affected decisional unit who were selected and not selected for the benefits extended by this Agreement, as may be required by the ADEA. I may revoke this Waiver and Release of Claims seven days or less after its execution by providing written notice to the Employer. I acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: "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." I acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this Waiver and Release of Claims, may have materially affected this settlement. Finally, I acknowledge that I have read this Waiver and Release of Claims and understand all of its terms. ____________ (the “Old Employer”) and ______________ (the “Executive”) have entered into a Severance Agreement dated ______________ (the “Agreement”). The Executive is transferring employment from the Old Employer to ____________ (the “New Employer”), effective ________. The fourth bullet of the Agreement provides that, if the Executive transfers to the Company or an Affiliate, the Old Employer shall assign the Agreement to the Company or Affiliate. To order to carry out the provisions of the fourth bullet of the Agreement –

  • Full Release For the consideration set forth in the Employment Agreement, by and between the Company and Executive, dated as of September 28, 2007 (the “Employment Agreement”) and for other fair and valuable consideration therefore, Executive, for himself, his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges the Company, its parents, subsidiaries, affiliates, insurers, successors, and assigns, and their respective officers, directors, officers, employees, and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Company Entities”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this General Release, against the Company Entities arising out of or in any way related to Executive’s employment or termination of his employment; provided, however, that this shall not be a release with respect to any amounts and benefits owed to Executive pursuant to the Employment Agreement upon termination of employment, employee benefit plans of the Company, or Executive’s right to indemnification and directors and officers insurance as provided in Section 9 of the Employment Agreement.

  • Separation Agreement and Release of Claims The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the sixtieth (60th) day following the Executive’s Qualifying Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3.

  • General Release and Waiver of Claims (a) In consideration for the benefits provided to Former Director under the Separation Agreement (the “Consideration”), Former Director hereby releases and forever discharges and holds the Company, subsidiaries of the Company, affiliates of the Company and each officer, director, employee, partner (general and limited), equity holder, member, manager, agent, subsidiary, affiliate, successor and assign and insurer of any of the foregoing (collectively, the “Releasees”) harmless from all claims or suits, of any nature whatsoever (whether known or unknown), being directly or indirectly related to Former Director’s service with the Company or the termination thereof, including, but not limited to, any claims for notice, pay in lieu of notice, wrongful dismissal, discrimination, harassment, severance pay, bonus, incentive compensation, interest, any claims relating to Former Director’s service as with the Company, through the date hereof. (b) This release includes, but is not limited to, contract and tort claims, claims arising out of any legal restriction on the Company’s right to terminate its employees and claims or rights under federal, state, and local laws prohibiting employment discrimination, including, but not limited to, claims or rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991; the Equal Pay Act; the Age Discrimination in Employment Act of 1967 (“ADEA”), including the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act, and any other federal, state, or local law (statutory or decisional), regulation or ordinance (if and to the extent applicable and as the same may be amended from time to time), or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Releasees; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses (including attorneys’ fees incurred in these matters), which arose through the date Former Director executes this Agreement. (c) Former Director acknowledges that the consideration given for this Agreement is in addition to anything of value to which Former Director was already entitled. (d) Former Director acknowledges that because this Agreement contains a general release of all claims including under the ADEA, and is an important legal document, he has been advised to consult with legal counsel of his own choosing. Former Director may take up to twenty-one (21) days to decide whether to execute this Agreement, and he may revoke his signature by delivering or mailing a signed notice of revocation to the Company at its corporate offices within seven (7) days after executing it. (e) Notwithstanding the foregoing, this Agreement does not release (i) claims which cannot be lawfully released, (ii) Former Director’s rights of indemnification and directors’ and officers’ liability insurance coverage, if any, to which he is entitled with regard to his service as a director of the Company and (iii) claims with respect to the breach of any covenant to be performed by the Company pursuant to this Agreement or any other claims arising from actions or omissions occurring after the date of this Agreement. Further, the release contained herein does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company with respect to payments to be made under Section 2 of the Separation Agreement. (f) Former Director acknowledges that there is a risk that after signing this Agreement he may discover losses or claims that are released under this Agreement, but that are presently unknown to him. Former Director assumes this risk and understands that this Agreement shall apply to any such losses and claims. Former Director understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released herein. Former Director acknowledges that by accepting the Consideration, he assumes and waives the risks that the facts and the law may be other than as he believes.

  • Release of Claims Agreement The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form mutually acceptable to the Company and Executive (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(c)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 4(c)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive’s termination of employment.

  • General Release Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and absolutely releases and forever discharges the Company and its past, present and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, agents, attorneys, insurers, benefit plans, benefit plan administrators, and all of their predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities of any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, suspected or unsuspected of any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Parties, in each case, that Executive ever had, now has, or may hereafter have against any Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any of its affiliate’s governing documents or as otherwise agreed with Executive under the Employment Agreement or any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to any claims made or threatened against Executive in Executive’s capacity as a director, manager, officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (F) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.

  • General Releases (a) For and in consideration of the severance benefits which the Executive will receive under the Employment Severance Agreement to which this Release Agreement is attached, the Executive fully and forever releases and discharges MedSource Technologies, Inc. ("Company") (which for purposes of this Agreement includes its present and former officers, directors, shareholders, employees, agents, investors, administrators, representatives, attorneys, affiliates, divisions, subsidiaries, parent corporations, predecessor and successor corporations and assigns) from any and all liability for any claim, duty, obligation, debt, covenant, cause of action or damages (collectively "Claims"), whether presently known or unknown, suspected or unsuspected, that Executive ever had, may have had or now have arising from any omission, act or fact that has occurred up to and including the date of this Agreement. Such released Claims include, but are not limited to: (i) any Claims arising out of or attributable to Executive's employment or the termination of employment with the Company; (ii) any Claims for wages, severance pay, bonuses, accrued vacation, personal days, holidays, sick days, stock, stock options, units, membership interests, attorneys fees, costs or expenses; (iii) all Claims arising under any agreement, understanding, promise or contract (express or implied, oral or written) between Executive and the Company; (iv) all Claims of wrongful termination, unjust dismissal, defamation, violation of the implied covenant of good faith and fair dealing libel or slander; (v) all Claims arising under tort law; (vi) any Claims arising under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference; (vii) any Claims arising under any federal, state or local constitution, statute, regulation or ordinance to the extent such claims may be validly waived including, without limitation, the Age Discrimination in Employment Act (the "ADEA"), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Employee Retirement Income Security Act; and (viii) any Claims for any other loss or damage. (b) The Company, for itself and affiliated companies and its and their successors and assigns, hereby releases and forever discharges Executive from any and all claims based upon any act, omission or occurrence occurring up to and including the effective date of this Agreement, including, but not limited to, any matter arising out of Executive's employment with the Company.

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