General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS), EMPLOYEES, AGENTS, REPRESENTAXXXXX, XXXNCIPAXX XXX XXXXXNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES AND WALTER EVANS (TOGETHER THE "COMPANY PARTIES") XXXX XXX AND XXX XXXXXX, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION: i. any and all Claims relating to, arising from, or in connection with the following lawsuits: (a) Hollywood Casino Corporation v. Jack E. Pratt v.
Appears in 5 contracts
Samples: Stockholder Agreement (HWCC Tunica Inc), Stockholder Agreement (HWCC Tunica Inc), Stockholder Agreement (HWCC Tunica Inc)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS), EMPLOYEES, AGENTS, REPRESENTAXXXXX, XXXNCIPAXX XXX XXXXXNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES AND WALTER EVANS (TOGETHER THE "COMPANY PARTIES") XXXX XXX AND XXX XXXXXX, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION:
i. any and all Claims relating to, arising from, or in connection with the following lawsuits: (a) Hollywood Casino Corporation Lawsuits;
ii. any and all Claims relating to, arising from, or in connection with, the employment of Stockholder by the Company or the termination of such employment;
iii. any and all Claims relating to, or arising from, Stockholder's right to purchase, or actual purchase of shares of stock of 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;
iv. any and all Claims for wrongful discharge of employment; fraud; misrepresentation; 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; breach of fiduciary duty; unfair business practices; breach of confidentiality provision, defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; tortious interference, theft, embezzlement, and conversion;
v. Jack E. Pratt v.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 Family Medical Leave Act, 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, Older Workers Benefit Protection Act and the Texas Commission on Human Rights Act;
vi. any and all Claims for violation of the federal, or any state, constitution;
vii. any and all Claims arising out of any other laws and regulations relating to employment or employment discrimination; and
viii. any and all Claims for attorneys' fees, expenses, and costs other than fees, costs or expenses which are otherwise indemnifiable under Section 6.8 of the Merger Agreement.
Appears in 4 contracts
Samples: Stockholder Agreement (HWCC Tunica Inc), Stockholder Agreement (HWCC Tunica Inc), Stockholder Agreement (HWCC Tunica Inc)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS EFFECTIXX AS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS), EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTXXXXXX, XXXNCIPAXX XXINCIPXXX XXX XXXXXNEYSXXXXRNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES AND WALTER EVANS (TOGETHER THE "COMPANY PARTIES") XXXX XXX XXY AND XXX XXXXXX, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION:
i. any and all Claims relating to, arising from, or in connection with the following lawsuits: (a) Hollywood Casino Corporation v. Jack E. Pratt v.
Appears in 3 contracts
Samples: Stockholder Agreement (HWCC Tunica Inc), Stockholder Agreement (HWCC Tunica Inc), Stockholder Agreement (HWCC Tunica Inc)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE AND SPOUSE, ON BEHALF OF STOCKHOLDERTHEMSELVES, STOCKHOLDER'S THEIR ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, LOS ANGELES AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS)DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT OR DISCRIMINATION IN EMPLOYMENT) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT SUCH GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION:
i. any and all Claims relating to, arising from, or in connection with the following lawsuits: (a) Hollywood Casino Corporation v. Jack E. Pratt v.BUT NOT LIMITED TO THE PROVISIONS OF THE EMPLOYMENT
Appears in 1 contract
Samples: Employment Agreement (Chancellor Media Corp of Los Angeles)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE, ON BEHALF OF STOCKHOLDERHIMSELF, STOCKHOLDER'S HIS FAMILY, ATTORNEYS, HEIRS, ESTATE, AGENTS, EXECUTORS, ADMINISTRATORSREPRESENTATIVES, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS EACH OF THEIR RESPECTIVE SUCCESSORS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, AMFM OPERATING, AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)EACH OF THE FOREGOING ENTITIES' RESPECTIVE PAST, OFFICERS (OTHER THAN PAUL YATES PRESENT AND WALTER EVANS)FUTURE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, COMPLAINTS, CHARGES, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTIONACTION (COLLECTIVELY "CLAIMS"), KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIMS AGAINST THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, RETALIATION, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT, CIVIL OR HUMAN RIGHTS, OR DISCRIMINATION IN EMPLOYMENT (BASED ON AGE OR ANY OTHER FACTOR)) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY SUBSIDIARY THEREOF OR INVESTMENT IN THE COMPANY OR ANY SUBSIDIARY THEREOF OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT THIS GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION:SECTIONS 6(a)(ii), 6(a)(iii) AND 18 OF THE EMPLOYMENT AGREEMENT AND THE OTHER PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT ARE INCORPORATED HEREIN), (II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE COMPANY IN RESPECT OF HIS SERVICES AS A DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS PROVIDED BY LAW OR THE CERTIFICATES OF INCORPORATION OR BY-LAWS (OR LIKE CONSTITUTIVE DOCUMENTS) OF THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (III) SUBJECT TO THE TERMS OF THIS AGREEMENT, EXECUTIVES' CONTRACTUAL RIGHTS UNDER THE OPTION AGREEMENTS. EXECUTIVE, ON BEHALF OF HIMSELF AND THE EXECUTIVE PARTIES, HEREBY COVENANTS FOREVER NOT TO ASSERT, FILE, PROSECUTE, COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION WITH THE FOREGOING), ANY COMPLAINT OR LAWSUIT OR ANY LEGAL, EQUITABLE OR ADMINISTRATIVE PROCEEDING OF ANY NATURE, AGAINST ANY OF THE COMPANY PARTIES IN CONNECTION WITH ANY CLAIMS RELEASED IN THIS PARAGRAPH 5, AND REPRESENTS AND WARRANTS THAT NO OTHER PERSON OR ENTITY HAS INITIATED OR, TO THE EXTENT WITHIN HIS CONTROL, WILL INITIATE ANY SUCH PROCEEDING ON HIS BEHALF, AND THAT IF SUCH A PROCEEDING IS INITIATED, EXECUTIVE SHALL ACCEPT NO BENEFIT THEREFROM.
i. any and all Claims relating to(b) THE COMPANY, arising fromON ITS OWN BEHALF AND ON BEHALF OF ITS SUBSIDIARIES AND THE COMPANY PARTIES, or in connection with the following lawsuits: HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES THE EXECUTIVE PARTIES FROM ANY AND ALL CLAIMS, COMPLAINTS, CHARGES, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION (aCOLLECTIVELY "CLAIMS"), KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED, WHICH ANY OF THEM MAY HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE TERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIMS BASED ON, RELATING TO OR ARISING UNDER BREACH OF CONTRACT, TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISORY ESTOPPEL, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT OR DISCRIMINATION IN EMPLOYMENT) Hollywood Casino Corporation v. Jack E. Pratt v.IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY SUBSIDIARY THEREOF OR INVESTMENT IN THE COMPANY OR ANY SUBSIDIARY THEREOF OR HIS SERVICES AS A DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT SUCH GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) THE COMPANY'S RIGHTS UNDER THIS AGREEMENT (INCLUDING THE PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT ARE INCORPORATED HEREIN), (II) THE COMPANY'S RIGHTS AGAINST EXECUTIVE WITH RESPECT TO ANY BREACH OF FIDUCIARY DUTIES AS A DIRECTOR OR ANY FRAUDULENT OR CRIMINAL ACTIVITY, OR (III) THE COMPANY'S RIGHTS UNDER THE OPTION AGREEMENTS, EXCEPT AS MODIFIED IN THIS AGREEMENT. THE COMPANY, ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND THE COMPANY PARTIES, HEREBY COVENANTS FOREVER NOT TO ASSERT, FILE, PROSECUTE, COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION WITH THE FOREGOING), ANY COMPLAINT OR LAWSUIT OR ANY LEGAL, EQUITABLE, ARBITRAL OR ADMINISTRATIVE PROCEEDING OF ANY NATURE, AGAINST ANY OF THE EXECUTIVE PARTIES IN CONNECTION WITH ANY CLAIMS RELEASED IN THIS PARAGRAPH 5, AND REPRESENTS AND WARRANTS THAT NO OTHER PERSON OR ENTITY HAS INITIATED OR TO THE EXTENT WITHIN ITS CONTROL, WILL INITIATE ANY SUCH PROCEEDING ON ITS BEHALF, AND THAT IF SUCH A PROCEEDING IS INITIATED, THE COMPANY, ITS SUBSIDIARIES AND THE COMPANY PARTIES SHALL ACCEPT NO BENEFIT THEREFROM.
Appears in 1 contract
Samples: Separation Agreement (Amfm Inc)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE AND SPOUSE, ON BEHALF OF STOCKHOLDERTHEMSELVES, STOCKHOLDER'S THEIR ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, LOS ANGELES AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS)DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY PARTIES BASED ON, INCLUDING WITHOUT LIMITATION:
i. any and all Claims relating toRELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, arising fromBREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), or in connection with the following lawsuits: (a) Hollywood Casino Corporation v. Jack E. Pratt v.TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE
Appears in 1 contract
Samples: Employment Agreement (Chancellor Media Corp of Los Angeles)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE AND SPOUSE, ON BEHALF OF STOCKHOLDERTHEMSELVES, STOCKHOLDER'S THEIR ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, ADMINISTRATORS AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL ASSIGNS (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES RELEASE AND FOREVER DISCHARGES COMPANY DISCHARGE THE COMPANY, LOS ANGELES AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, OFFICERS (OTHER THAN PAUL YATES AND WALTER EVANS)DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, PAUL YATES INSURERS AND WALTER EVANS ATTORNEYS (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIMETERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT OR DISCRIMINATION IN EMPLOYMENT) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT SUCH GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION:
i. any and all Claims relating toBUT NOT LIMITED TO THE PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT ARE INCORPORATED HEREIN), arising from(II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE COMPANY IN RESPECT OF HIS SERVICES AS AN OFFICER OR DIRECTOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS PROVIDED BY LAW OR THE CERTIFICATES OF INCORPORATION OR BY-LAWS (OR LIKE CONSTITUTIVE DOCUMENTS) OF THE COMPANY OR ANY SUBSIDIARY THEREOF, or in connection with the following lawsuits: (aIII) Hollywood Casino Corporation v. Jack E. Pratt v.EXECUTIVE'S CONTRACTUAL RIGHTS UNDER ANY STOCK OPTION AGREEMENT THAT IS IN EFFECT WITH RESPECT TO STOCK OPTIONS THAT HAVE BEEN GRANTED TO EXECUTIVE PRIOR TO THE TERMINATION DATE OR THAT ARE GRANTED PURSUANT TO THIS AGREEMENT OR (IV) CLAIMS ARISING
Appears in 1 contract
Samples: Employment Agreement (Chancellor Media Corp of Los Angeles)
General Release and Covenant Not to Sue. (a) Release by Stockholder Parties. EFFECTIVX XS OF EFFECTIVE AT THE EFFECTIVE TIME, STOCKHOLDEREXECUTIVE, ON BEHALF OF STOCKHOLDERHIXXXLF, STOCKHOLDER'S AND TO THE EXTENT HE HAS THE POWER OR AUTHORITY TO DO SO, HIS FAMILY, ATTORNEYS, HEIRS, ESTATE, AGENTS, EXECUTORS, ADMINISTRATORSREPRESENTATIVES, ASSIGNSADMINISTRATORS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (TOGETHER, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY DISCHARGES, THE COMPANY, PARENT, MERGER SUB, AND ITS THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW)EACH OF THE FOREGOING ENTITIES' RESPECTIVE PAST, OFFICERS (OTHER THAN PAUL YATES PRESENT AND WALTER EVANS)FUTURE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTAXXXXXREPRESENTATIVES, XXXNCIPAXX XXX XXXXXNEYSPRINCIPALS, ANDINSURERS, SUBJECT TO SECTION 14 HEREOFATTORNEYS, DIRECTORSEMPLOYEE BENEFIT PROGRAMS (AND THE TRUSTEES, PAUL YATES ADMINISTRATORS, FIDUCIARIES, REPRESENTATIVES, COMMITTEES AND WALTER EVANS INSURERS OF SUCH PROGRAMS) IN THEIR RESPECTIVE CAPACITIES AS SUCH, AND ANY PERSON ACTING BY, THROUGH, UNDER OR IN CONCERT WITH ANY OF THE FOREGOING ENTITIES (TOGETHER THE "COMPANY PARTIES") XXXX XXX FROM ANY AND XXX XXXXXXALL CLAIMS, COMPLAINTS, CHARGES, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTIONACTION (COLLECTIVELY "CLAIMS"), KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS")MATURED, WHICH ANY OF THEM MAY HAVE HAVE, ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN, OR RELATIONSHIP OR DEALING WITH, THE COMPANY OR EXECUTIVE'S SERVICES AS AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES, AT ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL TIME PRIOR TO AND INCLUDING THE EFFECTIVE TIME. THIS RELEASE INCLUDES BUT IS NOT LIMITED TO ANY CLAIMS AGAINST ANY OF THE COMPANY PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, RETALIATION, BREACH OF CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, SLANDER, BREACH OF PRIVACY, VIOLATION OF PUBLIC POLICY, NEGLIGENCE, PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, OR ANY OTHER FEDERAL, COMMON, STATE OR LOCAL LAW RELATING TO EMPLOYMENT (OR UNEMPLOYMENT), THE PAYMENT OF WAGES, SALARY OR OTHER COMPENSATION, CIVIL OR HUMAN RIGHTS, OR DISCRIMINATION IN EMPLOYMENT (BASED ON AGE OR ANY OTHER FACTOR) IN ALL CASES ARISING OUT OF OR RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY, OR OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT THIS GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT, (II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE COMPANY IN RESPECT OF HIS SERVICES AS A DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY AS PROVIDED BY HIS INDEMNIFICATION AGREEMENT WITH THE COMPANY, BY PROVISIONS OF THE MERGER AGREEMENT, BY LAW, OR BY THE CERTIFICATE OF INCORPORATION OR BY- LAWS (OR LIKE CONSTITUTIVE DOCUMENTS) OF THE COMPANY, INCLUDING WITHOUT LIMITATION:
i. any and all Claims relating toLIMITATION EXECUTIVE'S RIGHTS TO, arising fromAND COVERAGE UNDER, or in connection with the following lawsuits: DIRECTORS' AND OFFICERS' LIABILITY INSURANCE MAINTAINED BY THE COMPANY, (aIII) Hollywood Casino Corporation v. Jack E. Pratt v.EXECUTIVE'S RIGHT TO RECEIVE CONSIDERATION IN CONNECTION WITH THE MERGER AS PROVIDED IN ARTICLE 2 OF THE MERGER AGREEMENT, OR (IV) EXECUTIVE'S ENTITLEMENT, IF ANY, TO CONTINUED MEDICAL AND DENTAL INSURANCE COVERAGE UNDER AND PURSUANT TO THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985. IN FURTHERANCE OF THIS RELEASE, EXECUTIVE, ON BEHALF OF HIMSELF AND, TO THE EXTENT HE HAS THE POWER OR AUTHORITY TO DO SO, THE EXECUTIVE PARTIES, HEREBY COVENANTS FOREVER NOT TO ASSERT, FILE, PROSECUTE, COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION WITH THE FOREGOING), ANY CLAIMS, BEFORE OR WITH ANY COURT OR ANY ARBITRAL OR ADMINISTRATIVE AUTHORITY, AGAINST ANY OF THE COMPANY PARTIES, AND REPRESENTS AND WARRANTS THAT NO OTHER PERSON OR ENTITY HAS INITIATED OR, TO THE EXTENT WITHIN HIS CONTROL, WILL INITIATE ANY SUCH CLAIMS ON HIS BEHALF, AND THAT IF SUCH A CLAIM IS INITIATED, EXECUTIVE SHALL ACCEPT NO BENEFIT THEREFROM.
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