General Mutual Release. In exchange for the consideration described in this Agreement the adequacy of which is hereby acknowledged, each party hereto, on behalf of himself or itself and his or its heirs, successors and assigns, hereby fully releases and forever discharges the other party hereto, including each of their officers, directors, agents, employees, attorneys, parents, affiliates and/or subsidiaries, from any and all claims, actions and liabilities of any kind or character whatsoever, arising at law or in equity, known or unknown, suspected or unsuspected, that such party has ever had, now has or may now have against the other party, including, without limitation, all claims directly or indirectly related to or arising out of Employee’s employment by Bank, the performance of his duties during that employment, and/or the termination of or his resignation from that employment. This waiver and release specifically includes, but is not limited to, all claims, if any, whether arising in tort or in contract, related to Employee’s employment, including any and all claims for wrongful discharge or wrongful termination; claims for alleged violation of public policy or breach of implied covenant of good faith and fair dealing; claims for breach of fiduciary duty; claims for negligent or intentional infliction of emotional distress; claims arising in connection with Employee’s compensation, benefits, warrants and/or stock options; claims for breach of express or implied contract or for further monetary compensation by way of additional salary or bonus allegedly due Employee by reason of his employment with Bank; and all other claims, based on common law or federal or state statute, including claims for discrimination based on age arising under state statute or the federal Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, or any similar federal or state law prohibiting age discrimination. Notwithstanding the foregoing, the claims released in this Section do not include any intentional acts by Employee that are outside the course and scope of Employee’s employment with Bank. This Agreement will not affect Employee’s entitlement to benefits described in the Employment Agreement (including Employee’s right to continued healthcare under the Employment Agreement and/or COBRA), or any non-waivable benefits under California’s unemployment or worker’s compensation laws, nor shall this Agreement constitute a release of any claims for breach of the Employment A...
General Mutual Release. 2.1 Employee unconditionally, irrevocably and absolutely releases and discharges Company, and any parent or subsidiary corporations, divisions or affiliated corporations, partnerships or other affiliated entities of the foregoing, past and present, as well as their respective employees, officers, directors, shareholders, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Company, the termination of Employee’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with the Company, and the termination of employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, as applicable, but not limited to alleged violations of the California Labor Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act, the California Family Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses.
2.2 Company unconditionally, irrevocably and absolutely releases and discharges Employee from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Company, the termination of Employee’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with the Company, and the termination of employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, as applicable, all claims for attorneys’ fees, costs and expenses
2.3 Employee and Company expressly waives their respective rights to recovery of any type, including damages or reinstatement, in an...
General Mutual Release. Effective on the date of this Agreement, each of ACCM and Walk shall release and discharge the other, their affiliates, divisions, predecessors, successors and assigns, and each and all of their present and former agents, officers, directors, attorneys, and employees, from and against any and all claims, agreements, contracts, covenants, representations, obligations, losses, liabilities, demands and causes of action which each may now or hereafter have or claim to have against the other arising out of or pertaining to their relationship and contractual dealings prior to the date hereof. This release of claims and defenses shall not alter the prospective duties between the parties under this Agreement. It is understood and agreed by ACCM and Walk that all rights under Section 1542 of the Civil Code of California, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." are hereby expressly waived. Each of ACCM and Walk acknowledges and agrees that they understand the consequences of a waiver of Section 1542 of the California Civil Code and assumes full responsibility for any and all injuries, damages, losses or liabilities that may hereinafter arise out of or be related to matters released hereunder. Each of ACCM and Walk understands and acknowledges that the significance and consequence of this waiver of Section 1542 of the Civil Code is that even if such party should eventually suffer additional damages arising out of the subject matter hereof, it will not be permitted to make any claim for those damages. Furthermore, each party acknowledges that they intend these consequences even as to claims for damages that may exist as of the date of this Agreement but which a party does not know exists, and which, if known, would materially affect each party's decision to execute this Agreement, regardless of whether each party's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.
General Mutual Release. 3.1 Each of the parties hereto (collectively, the "Releasors") does hereby remise, release and forever discharge each of the other parties hereto, and each officer, director,
General Mutual Release. (a) Upon Closing and except as provided in Section 12(d), WebMD (for itself and its subsidiaries, and its and their respective successors and assigns, and any persons or entities controlling, controlled by or under common control with, WebMD) and each of ENVOY, Xxxxxx X.
General Mutual Release. A. Executive, on Executive’s own behalf and on behalf of Executive’s heirs, assigns, executors, administrators, agents and successors (collectively, “Executive’s Affiliates”), hereby fully, and without limitation, releases, covenants not to xxx and forever discharges Company and each of its subsidiaries, parent companies, stockholders, divisions, board members, employees, and agents (collectively the “Company Releasees”), both individually and collectively, from any and all rights, claims, demands, liabilities, actions and causes of action, whether in law or in equity, suits, damages, losses, attorneys’ fees, costs, and expenses, of whatever nature whatsoever, known or unknown, fixed or contingent, suspected or unsuspected (collectively, the “Claims”), that Executive or Executive’s Affiliates now have, or may ever have had, against any of the Company Releasees for any acts or omissions by Company or any of the other Company Releasees occurring prior to and through the date Executive signs this Agreement. This release does not include any claim arising from a breach of this Agreement. In giving this release, Executive forever releases and extinguishes Executive’s employee status.
B. The Company hereby fully, and without limitation, releases, covenants not to xxx and forever discharges Executive and the Executive’s Affiliates (collectively, the “Executive Releasees” and with the Company Releasees, the “Releasees”), both individually and collectively, from any and all Claims that the Company may now have, or may ever have had, against any of the Executive Releasees for any acts or omissions by Executive or any of the other Executive Releasees occurring prior to and through the date Company signs this Agreement. This release does not include any claim arising from a breach of this Agreement.
C. Without limiting the generality of the foregoing, and in addition to the foregoing, each Party understands and agrees that the release provisions of this Paragraph 3 apply to any Claims that either Party may now have, or may ever have had, against the other Party or any other of its respective Releasees prior to and through the date the such Party signs this Agreement that arise out of or are in any manner related to Executive’s employment with Company or with any other of the Releasees, as well as the separation of that employment, including without limitation (i) any Claims arising out of or related to violation of any federal or state employment discrimination laws, ...
General Mutual Release. Crown, for itself, its affiliates, subsidiaries, successors, and assigns, and their respective directors, officers, agents, attorneys and employees, hereby releases and forever discharges Cott, its affiliates, subsidiaries, [***] successors and assigns, and their respective directors, officers, agents, attorneys and employees, from any and all claims, liabilities, causes of action, demands, damages, and remedies which Crown has, has had or may in the future have against such parties arising from any and all actions, omissions, occurrences or events of any kind and nature related to the Agreement, occurring on or before the date hereof, excluding claims against Cott for the payment for product and breaches of any confidentiality commitments or other provisions intended to survive the Supply Agreement. Cott, for itself, its affiliates, subsidiaries, [***], successors, and assigns, and their respective directors, officers, agents, attorneys and employees, hereby releases and forever discharges Crown, its affiliates, subsidiaries, successors and assigns, and their respective directors, officers, agents, attorneys and employees, from any and all claims, liabilities, causes of action, demands, damages, and remedies which Cott has, has had or may in the future have against such parties arising from any and all actions, omissions, occurrences or events of any kind and nature related to the Agreement, occurring on or before the date hereof, excluding warranty and indemnity claims for products and breaches of any confidentiality commitments or other provisions intended to survive the Supply Agreement.
General Mutual Release. (a) Effective as of the Effective Date, the Parties, for themselves and their successors and assigns, subsidiaries and Affiliates, officers, directors, agents, employees, and representatives, past and present, hereby release and forever discharge each other from any and all claims, including attorneys’ fees, demands, damages, injuries, agreements and contracts, indebtedness, and accounts of every kind or nature, whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual or potential, which they may now have, or may hereafter claim to have or to have acquired of whatever source or origin, arising out of or related to any and all transactions of any kind or character at any time before and including the Effective Date, including generally any and all claims at law or in equity, and those arising under the common law or state or federal statutes, rules, or regulations, such as, by way of example only, franchising, securities, and antitrust statutes, rules, or regulations, in any way arising out of or connected with the Transaction Documents. The parties promise never from the Effective Date forward, directly or indirectly, to institute, prosecute, begin, join in, or generally attempt to assert or maintain any action thereon against each other, or any affiliate, successor, assign, parent corporation, subsidiary, director, officer, shareholder, employee, agent, executor, administrator, estate, trustee or heir, in any court or tribunal of the United States of America, any state, or any other jurisdiction for any matter or claim arising before the Effective Date. THE PARTIES WAIVE ANY RIGHTS AND BENEFITS CONFERRED BY ANY APPLICABLE PROVISION OF LAW EXISTING UNDER ANY FEDERAL, STATE, OR POLITICAL SUBDIVISION, WHICH WOULD INVALIDATE ALL OR ANY PORTION OF THE RELEASE CONTAINED HERE BECAUSE THIS RELEASE MAY EXTEND TO CLAIMS WHICH THE PARTIES DO NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTION OF THIS TERMINATION AGREEMENT OR AT THE EFFECTIVE DATE.
(b) With respect to the matters hereinabove released, the parties expressly acknowledge that they have been advised by their attorneys concerning, and that they are familiar with, California Civil Code Section 1542, which reads 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 settleme...
General Mutual Release. In consideration for the promises and covenants of the Company contained herein, Xx. Xxxxxx, on behalf of herself and her present or former descendants, dependents, successors, heirs, assigns, agents, personal representatives, executors, and administrators (collectively, the “Releasors”), to the fullest extent permitted by law, fully releases, and discharges the Company and any and all of the Company’s predecessors, successors, subsidiaries, parents, branches, divisions, affiliates, and related entities, and its and their respective present and former officers, directors, managers, supervisors, employees, attorneys, agents, and representatives (collectively, the “Releasees”), from and with respect to any and all claims, actions, suits, liabilities, damages, debts, dues, sums of money, including attorneys’ or legal fees and costs, and demands whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which the Releasors ever had or now have, at any time prior to the Effective Date of the Agreement, including, without limitation, any claims in the Litigation, any claims arising out of, concerning, or relating to Xx. Xxxxxx’x employment and/or separation from employment with the Company; the Employment Agreement; the Separation Agreement; compensation, wages, salary, stock options or other equity or equity-based awards, severance pay, contract pay, vacation pay, paid time off (PTO) pay, fringe and aggregate benefits, benefits allowances, bonuses, commissions, sick pay, personal leave pay, insurance, medical benefits, retirement benefits, welfare benefits, or any other benefits of any kind or nature; any contract, whether oral or written, express or implied; tort, including defamation, libel, slander, negligent termination, wrongful discharge, or unpaid wages, whether intentional or negligent; any and all terms and conditions of employment, including, without limitation, hiring, training, recruiting, promotion, assignment, discipline, or termination; common law or public policy; harassment, discrimination, or retaliation; 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 Americans with Disabilities Act, the Rehabilitation Act, the Age Discrimination in Employment Act (the “ADEA”), the Older Worker’s Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employment Retir...
General Mutual Release. In consideration of the benefits provided in this Agreement, Employer releases Employee, and Employee releases Employer, its directors, officers, agents, employees, insurers, related corporations, successors and assigns, from any and all liability, claims, damages or causes of action, as further set forth herein.
