Common use of General Release and Covenant Not to Sxx Clause in Contracts

General Release and Covenant Not to Sxx. Employee covenants not to sxx, and fully and forever releases and discharges AMS, its subsidiaries, affiliates, divisions, successors and assigns, together with its past and present shareholders, directors, officers, employees, and agents (collectively, the “Releasees”) from any and all claims, debts, liens, liabilities, demands, obligations, acts, agreements, causes of action, suits, costs and expenses (including attorneys’ fees), damages (whether pecuniary, actual, compensatory, punitive or exemplary) or liabilities of any nature or kind whatsoever in tort, contract, or by federal, state or local statute, regulation or order, law or equity or otherwise, whether now known or unknown; provided, however, that nothing in this Agreement shall either waive any rights or claims of Employee that arise after the date Employee signs this Agreement or which, as a matter of law, cannot be released or waived. Moreover, nothing in this Agreement shall impair or preclude Employee’s right to claim reasonable expenses, legal fees or indemnification pursuant to Sections 10 and 11, or to take action to enforce the terms of this Agreement. This release includes but is not limited to claims arising under federal, state or local laws prohibiting employment discrimination, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, or the Americans with Disabilities Act; claims under the Worker Adjustment and Retraining Notification Act; claims for attorneys’ fees or costs; workers’ compensation claims; any and all claims regarding any employment contract, whether written, oral, implied or otherwise; claims relating to AMS’s right to terminate its employees; claims for salary, payments in lieu of extended leave, incentive payments or any other remuneration, or any other claims under federal, state, or local statute, regulation or ordinance, common law, or any other law whatsoever. Employee expressly agrees and understands that this is a General Release.

General Release and Covenant Not to Sxx. Employee x. Xxxxxx, for himself and his heirs, assigns, executors, administrators, and agents, past and present (collectively, the “Ruskin Affiliates”), hereby fully and without limitation releases, covenants not to sxx, and fully forever discharges MTI and forever releases and discharges AMS, its respective subsidiaries, affiliates, divisions, successors and assignsaffiliated corporations, together with its past and present shareholdersaffiliated partnerships, parents, trustees, directors, officers, shareholders, partners, agents, employees, representatives, consultants, attorneys, heirs, assigns, executors and agents administrators, predecessors and successors, past and present (collectively, the “MTI Releasees”) ), both individually and collectively, from any and all rights, claims, debts, liensdemands, liabilities, demands, obligations, acts, agreements, actions and causes of actionaction whether in law or in equity, suits, costs and expenses (including damages, losses, attorneys’ fees), damages (whether pecuniarycosts, actualand expenses, compensatoryof whatever nature whatsoever, punitive or exemplary) or liabilities of any nature or kind whatsoever in tort, contract, or by federal, state or local statute, regulation or order, law or equity or otherwise, whether now known or unknown; provided, howeverfixed or contingent, suspected or unsuspected (“Claims”), that nothing in this Agreement shall either waive Ruskin or the Ruskin Affiliates now have, or may ever have, against any rights or claims of Employee the MTI Releasees that arise after the date Employee signs this Agreement or which, as a matter of law, cannot be released or waived. Moreover, nothing in this Agreement shall impair or preclude Employee’s right to claim reasonable expenses, legal fees or indemnification pursuant to Sections 10 and 11out of, or are in any way related to: (i) Ruskin’s employment by MTI or any of the other MTI Releasees; (ii) the termination of Ruskin’s employment by MTI or any of the other MTI Releasees; and (iii) any transactions, occurrences, acts or omissions by MTI or any of the other MTI Releasees occurring prior to take action to enforce the terms Effective Date of this Agreement. This release includes but is not limited . b. Without limiting the generality of the foregoing, Ruskin specifically and expressly releases any Claims occurring prior to claims the Effective Date of this Agreement arising under federal, out of or related to violations of any federal or state or local laws prohibiting employment discriminationdiscrimination law, including but not limited to the California Fair Employment and Housing Act; Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, or ; the Americans with Disabilities Act; claims under the Worker Adjustment and Retraining Notification Age Discrimination In Employment Act; claims for attorneys’ fees the National Labor Relations Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974; as well as Claims arising out of or costsrelated to violations of the provisions of the California Labor Code; workers’ compensation claimsstate and federal wage and hour laws; any breach of contract; fraud; misrepresentation; common counts; unfair competition; unfair business practices; negligence; defamation; infliction of emotional distress; invasion of privacy; assault; battery; false imprisonment; wrongful termination; and all claims regarding any employment contract, whether written, oral, implied or otherwise; claims relating to AMS’s right to terminate its employees; claims for salary, payments in lieu of extended leave, incentive payments or any other remunerationstate or federal law, rule, or any other claims under federal, state, or local statute, regulation or ordinance, common law, or any other law whatsoever. Employee expressly agrees and understands that this is a General Releaseregulation.

General Release and Covenant Not to Sxx. Employee covenants not to sxx, and fully and forever releases and discharges AMS, its subsidiaries, affiliates, divisions, successors and assigns, together with its past and present shareholders, directors, officers, employees, and agents (collectively, the “Releasees”) from any and all claims, debts, liens, liabilities, demands, obligations, acts, agreements, causes of action, suits, costs and expenses (including attorneys’ fees), damages (whether pecuniary, actual, compensatory, punitive or exemplary) or liabilities of any nature or kind whatsoever in tort, contract, or by federal, state or local statute, regulation or order, law or equity or otherwise, whether now known or unknown; provided, however, that nothing in this Agreement shall either waive any rights or claims of Employee that arise after the date Employee signs this Agreement or which, as a matter of law, cannot be released or waived. Moreover, nothing in this Agreement shall impair or preclude Employee’s right to claim reasonable expenses, legal fees or indemnification pursuant to Sections 10 and 11, or to take action to enforce the terms of this Agreement. This release includes but is not limited to claims arising under federal, state or local laws prohibiting employment discrimination, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, or the Americans with Disabilities Act; claims under the Worker Adjustment and Retraining Notification Act; claims for attorneys’ fees or costs; workers’ compensation claims; any and all claims regarding any employment contract, whether written, oral, implied or otherwise; claims relating to AMS’s right to terminate its employees; claims for salary, payments in lieu of extended leave, incentive payments or any other remuneration; claims relating to or arising from any amendment or termination of the American Management Services, Incorporated Executive Deferred Compensation Plan, the American Management Systems, Incorporated Umbrella Trust Agreement By and Between American Management Systems, Incorporated and Key Trust Company of Ohio, N.A. for Executive Deferred Compensation Plan, or any other employee benefit plan or arrangement or perquisite sponsored or offered by AMS; or any other claims under federal, state, or local statute, regulation or ordinance, common law, or any other law whatsoever, to the full extent permitted by law. Employee expressly agrees and understands that this is a General Release. Notwithstanding the foregoing release and ongoing covenants contained in this Agreement, Employee is not relinquishing any rights he may possess as an AMS stockholder, and no exercise of such rights shall be construed as a violation of this Agreement.

General Release and Covenant Not to Sxx. Employee covenants (a) The Company acknowledges and agrees that Mx. Xxxxxx’x separation from service was not for performance. In consideration of the payments and benefits provided and actions taken by the Company as set forth in this Agreement, Mx. Xxxxxx knowingly and voluntarily agrees not to sxx, waives and fully and releases forever releases and discharges AMSwhatever claims he may have against the Company as of the date of this Agreement, including its subsidiaries, affiliates, divisions, successors and assigns, together with its past and present shareholdersor their respective officers, directors, officerspartners, shareholders, employees, associates, agents, attorneys and agents representatives (collectively, collectively referred to as the “ReleaseesReleased Parties”) from any and all claims, debts, liens, liabilities, demands, obligations, acts, agreements, causes of action, suits, costs and expenses (including attorneys’ fees), damages (whether pecuniaryincluding but not limited to: claims based upon or relating to his hire by the Company; any aspect of the work he performed; any aspect of his employment relationship with the Company, actualincluding his compensation; any oral or written agreements regarding his employment relationship with the Company; or the separation of his employment or the facts relating to or surrounding any aspect of that separation, compensatory, punitive or exemplary) or liabilities of except for any nature or kind whatsoever in tort, contract, or by federal, state or local statute, regulation or order, law or equity or otherwise, whether now known or unknown; provided, however, claims that nothing in this Agreement shall either waive any rights or claims of Employee that arise after he may have under the date Employee signs this Agreement or which, as a matter of law, cannot be released or waived. Moreover, nothing in this Agreement shall impair or preclude Employee’s right to claim reasonable expenses, legal fees or indemnification pursuant to Sections 10 and 11, or to take action to enforce the terms of this Agreement. This release includes but is not limited to and waiver includes, without limitation, any claims arising he may have, whether known or unknown, in connection with any rights under federal, state or local laws prohibiting employment discriminationlaw, including including, but not limited to to, claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Act of 1991, the Age Discrimination in Employment Act, as amended, or the Americans with Disabilities Act; claims under , the Worker Adjustment Family and Retraining Notification Medical Leave Act; claims for attorneys’ fees or costs; workers’ compensation claims; any , state fair employment, human rights and/or civil rights laws, and all claims regarding other federal, state and local labor and anti-discrimination laws, the common law and any employment contract, whether written, oral, implied or otherwise; claims relating to AMSother purported restriction on an employer’s right to terminate its the employment of employees; claims for salary, payments in lieu of extended leavebut shall exclude Mx. Xxxxxx’x rights to enforce this Agreement, incentive payments or any other remunerationhis rights to vested benefits, if any, to which he is legally entitled, or his rights to be indemnified by the Company with respect to his activity prior to the Separation Date. (b) Mx. Xxxxxx’x signature below constitutes his representation and warranty that he has not suffered an on the job or occupational injury or incurred any other wage or overtime claims, including without limitation, any claims under pursuant to the Fair Labor Standards Act, that could be asserted against any Released Party. Moreover, Mx. Xxxxxx expressly waives his right to recovery of any type, including damages, reinstatement or attorneys’ fees, in any administrative or court action, whether federal, state, local or local statutewhether brought by him or on his behalf, regulation related to any of the matters actually released herein. He also waives and releases any right to become, and promises not to consent to become, a member of any class or ordinancecollective action in a case in which claims are asserted against any Released Party. If Mx. Xxxxxx is made a member of a class or collective action in any proceeding without his prior knowledge or consent, common law, he agrees to opt out of the class or collective action at the first opportunity. (c) Mx. Xxxxxx acknowledges and agrees that the payments and benefits set forth in this Agreement shall be in lieu of any other law whatsoeverseverance benefits that may be payable to him upon his termination of employment with the Company. Employee expressly agrees In consideration for such payments and understands that this is a General Releasebenefits, Mx. Xxxxxx hereby waives any severance benefits to which he otherwise might be entitled.

General Release and Covenant Not to Sxx. Employee covenants In consideration of the receipt of specified benefits under my Separation Agreement (the “Agreement”) with American Management Systems, Incorporated (“AMS”), which Agreement hereby is incorporated by reference in this general release and covenant not to sxxsxx (the “Release”), I, Pxxxxxx X. Xxxxx, on behalf of myself, and fully and forever releases and discharges AMS, its subsidiaries, affiliates, divisionson behalf of my heirs, successors and assigns, together hereby release unconditionally AMS, all of its past, present and future subsidiaries, affiliates, directors, officers, employees; and all of its and their respective heirs, successors, and assigns from any and all claims, demands, actions, and liabilities that I otherwise might have asserted, including but not limited to those arising out of my employment or other association with AMS and the termination of that employment or association; and covenant not to sxx AMS, any of its past past, present and present shareholdersfuture subsidiaries, affiliates, directors, officers, employees, agents, and agents (collectivelyrepresentatives; or any of its or their respective heirs, the “Releasees”) from successors, and assigns based, in whole or in part, on any and all such claims, debts, liens, liabilities, demands, obligations, acts, agreements, causes of action, suits, costs and expenses (including attorneys’ fees), damages (whether pecuniary, actual, compensatory, punitive or exemplary) or liabilities of any nature or kind whatsoever in tort, contractactions, or by federal, state or local statute, regulation or order, law or equity or otherwise, whether now known or unknown; provided, however, that nothing in this Agreement shall either waive liabilities. The foregoing release and covenant do not apply to (1) any rights or claims of Employee that arise after the date Employee signs on which I sign this Agreement or whichRelease, as a matter of law, cannot be released or waived. Moreover, nothing in this Agreement shall impair or preclude Employee’s (2) my right to claim reasonable expenses, legal fees or indemnification pursuant to Sections 10 and 11, or to take action to enforce the terms of this the Agreement. This release includes but is not limited , (3) any rights that I might have to claims arising benefits under federalthe American Management Systems, state Inc. 401(k) Plan, the American Management Systems, Inc. Simplified Employee Pension Plan, or local laws prohibiting employment discriminationany successor to either, including but not limited (4) any rights that I might have to Title VII benefits under any other employee benefit plan or arrangement, to the extent those benefits are subject to sections 203 and 204 of the Civil Rights Employee Retirement Income Security Act of 19641974, as amended, (5) any rights that I might have to benefits or other compensation under any other employee benefit plan or arrangement, to the extent those benefits or compensation were accrued and vested before my termination of employment under the terms of the plan or arrangement as in effect at that time, or (6) my right to make claims or demands against AMS and its current and former officers and directors in the event that claims or demands are made against me arising out of or relating to acts or omissions of AMS, its officers or directors. Those rights, and only those rights, survive unaffected by this Release. I understand that as a consequence of my signing this Release I am giving up, with respect to my AMS employment and the termination of that employment, any and all rights I otherwise might have under the Age Discrimination in Employment ActAct of 1967, as amended, or amended and the Americans with Disabilities Act; claims under the Worker Adjustment Older Workers Benefit Protection Act of 1990 and Retraining Notification Act; claims for attorneys’ fees or costs; workers’ compensation claims; any and all claims regarding other federal, state or municipal laws prohibiting discrimination in employment on the basis of age. I acknowledge and agree that (1) the consideration described in the Agreement constitutes consideration in addition to the regular severance and other benefits I would be entitled to receive from AMS upon leaving its employment, (2) I was and am hereby advised by AMS to consult with an attorney before signing this Release, (3) I was given a period of at least 21 days within which to consider whether to sign this Release, and (4) I was and am hereby advised by AMS of my statutory right to revoke this Release within seven (7) days of my signing this Release and advised that the Release will not become effective or enforceable until the revocation period has expired. I warrant and represent that my decision to enter into this Release was (1) entirely voluntary on my part; (2) not made in reliance on any employment contractinducement, promise or representation, whether writtenexpress or implied, oralother than the inducements, implied representations and promises expressly set forth in the Agreement; and (3) not influenced by any threats or otherwise; claims relating other coercive activities to AMS’s right to terminate its employees; claims for salary, payments in lieu induce acceptance of extended leave, incentive payments or any other remuneration, or any other claims under federal, state, or local statute, regulation or ordinance, common law, or any other law whatsoeverthis Release. Employee expressly agrees I further warrant and understands represent that I fully understand and appreciate the consequences of my signing this is a General Release.