Common use of General Release and Waiver of Claims Clause in Contracts

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 2 contracts

Samples: Executive Employment Agreement (Berry Corp (Bry)), Executive Employment Agreement (Berry Corp (Bry))

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General Release and Waiver of Claims. a. In exchange for consideration of Employee’s right to receive the consideration provided severance payments and benefits set forth in Section 6.2(a), (bSections 6.1(a), (c), or (d), (f) and (h) and the last sentence of Section 6.2 of the Employment Agreement (or any portion thereof)Agreement, Executive the Employee, on behalf of Executive himself and Executive’s his heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators, successors and assigns (hereinafter collectively the referred to for purposes of this Section 1 as ReleasorsEmployee) ), hereby agrees to irrevocably and unconditionally fully and forever waive, release and forever discharge the CompanyCompany and its past, each of its subsidiaries present and other corporate future affiliates and each of their respective executivesrelated entities, officersparent and subsidiary corporations, directorsdivisions, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliatesshareholders, predecessors, successors current, former and assigns, and all of their respective future officers, directors, employees, shareholderstrustees, fiduciaries, administrators, executives, agents, representatives, successors and partners, in their corporate and individual capacities assigns (collectively, the “ReleaseesCompany Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, obligations and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelyor nature whatsoever, “Claims”)at law or in equity, whether known or unknown, from existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the beginning future may claim to have against any or all of time the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of Executivethe Employee’s execution of this Release, includingAgreement. Such claims include, without limitation, any Claims claims arising under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; Title VII of the Genetic Information Nondiscrimination Civil Rights Act of 20081964, 42 U.S.C. § 2000e et seq.; the California Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Employment and Housing Credit Reporting Act, as amended, and/or 15 U.S.C. §1681 et seq.; any other federal, statestate or local statutory laws relating to employment, local or foreign law (statutorydiscrimination in employment, regulatory termination of employment, wages, benefits or otherwise) that may be legally waived and released; and (ii) or any tortother federal, contract and/or quasi-contract lawstate or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to claims actions in tort, defamation and breach of wrongful discharge contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness a claim for retaliation) under any common law theory or any other harm. Howeverfederal, this general release of state or local statute or ordinance not expressly referenced above; and any and all claims excludes, for counsel fees and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritycost.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Release, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his/her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (Ciii) indemnification rights the Executive has against the Employer, (iv) claims under the Executive Employment Agreement between the Executive and the Employer dated June , 2017, and/or (Dv) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 2 contracts

Samples: Executive Employment Agreement (Berry Petroleum Corp), Executive Employment Agreement (Berry Petroleum Corp)

General Release and Waiver of Claims. a. In exchange for consideration of Employee’s right to receive the consideration provided severance payments and benefits set forth in Section 6.2(aSections [6.1(b), (bd), and (c), or e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (de) and 6.3(y)]3 of the Employment Agreement (or any portion thereof)Agreement, Executive the Employee, on behalf of Executive himself and Executive’s his heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators, successors and assigns (hereinafter collectively the referred to for purposes of this Section 1 as ReleasorsEmployee) ), hereby agrees to irrevocably and unconditionally fully and forever waive, release and forever discharge the CompanyCompany and its past, each of its subsidiaries present and other corporate future affiliates and each of their respective executivesrelated entities, officersparent and subsidiary corporations, directorsdivisions, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliatesshareholders, predecessors, successors current, former and assigns, and all of their respective future officers, directors, employees, shareholderstrustees, fiduciaries, administrators, executives, agents, representatives, successors and partners, in their corporate and individual capacities assigns (collectively, the “ReleaseesCompany Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, obligations and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelyor nature whatsoever, “Claims”)at law or in equity, whether known or unknown, from existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the beginning future may claim to have against any or all of time the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of Executivethe Employee’s execution of this Release, includingAgreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, any Claims claims arising under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; Title VII of the Genetic Information Nondiscrimination Civil Rights Act of 20081964, 42 U.S.C. § 2000e et seq.; the California Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Employment and Housing Credit Reporting Act, as amended, and/or 15 U.S.C. §1681 et seq.; any other federal, statestate or local statutory laws relating to employment, local discrimination in 1 References to be used in connection with a termination without Cause or foreign law (statutoryfor Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, regulatory termination of employment, wages, benefits or otherwise) that may be legally waived and released; and (ii) or any tortother federal, contract and/or quasi-contract lawstate or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to claims actions in tort, defamation and breach of wrongful discharge contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness a claim for retaliation) under any common law theory or any other harm. Howeverfederal, this general release of state or local statute or ordinance not expressly referenced above; and any and all claims excludes, for counsel fees and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritycost.

Appears in 2 contracts

Samples: Employment Agreement (Cedar Fair L P), Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. (a) In accordance with Section 4(b)(ii) of the Employment Agreement, in exchange for the consideration provided for in Section 6.2(a)this Agreement, (b)and as a material inducement to both Parties entering into this Agreement, (c)Executive, or (d) of the Employment Agreement (or any portion thereof)for himself, Executive on behalf of Executive and Executive’s his heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators, successors and assigns (hereinafter, collectively the referenced for purposes of this Paragraph 4 as ReleasorsExecutive) ), hereby irrevocably and unconditionally fully waives, releases and forever waivedischarges Vonage and its past, release present and discharge the Company, each of its subsidiaries and other corporate future affiliates and each of their respective executivesrelated entities, parent and subsidiary corporations, divisions, shareholders, predecessors, officers, directors, ownerstrustees, shareholders employees, attorneys, fiduciaries, administrators, executives, agents, representatives, successors and agents assigns (hereinafter collectively referred to herein for purposes of this Paragraph 4 as the Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “ReleaseesVonage”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, obligations and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelyor nature whatsoever, “Claims”)at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the future may claim to have against Vonage based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character whatsoever from the beginning of time to through and including the date of Executive’s execution of this ReleaseTermination Date, including, without limitation, including any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have claims arising out of, of or in any way related relating to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual Company or alleged act, omission, transaction, practice, conduct, occurrence or other matter, includingthe termination thereof. Such claims include, but are not limited to (i) any and all to, claims arising under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; Title VII of the Genetic Information Nondiscrimination Civil Rights Act of 20081964, 42 U.S.C. § 2000e et seq.; the California Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Employment and Housing Credit Reporting Act, as amended, and/or 15 U.S.C. §1681 et seq.; any other federal, statestate or local statutory laws including, but not limited to, the New Jersey Law Against Discrimination, the New Jersey Wage Payment Law, the New Jersey Family Leave Act, the New Jersey Worker Health and Safety Act, the New Jersey Occupational Safety and Health Laws, and the New Jersey Conscientious Employee Protection Act, all as amended; the common law of the State of New Jersey; any claim under any local or foreign ordinance, including, but not limited to, any ordinance addressing fair employment practices; any common law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract lawclaims, including but not limited to claims of wrongful discharge (including wrongful termination actions in violation of public policy)tort, defamation, emotional distress, tortious interference with contract, defamation and breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury contract; any claim or sickness damage under any common law theory or any other harm. Howeverfederal, this general release of state or local statute or ordinance not expressly referenced above; and any and all claims excludes, for counsel fees and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritycosts.

Appears in 1 contract

Samples: Separation and General Release Agreement (Vonage Holdings Corp)

General Release and Waiver of Claims. (a) In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)Company’s obligations set forth in this Agreement, Executive Employee, on behalf of Executive himself and Executive’s his spouse, heirs, executors, representativesadministrators, agents, insurers, administratorsbeneficiaries, successors and assigns (collectively the “Releasors”) assigns, hereby voluntarily, knowingly, willingly, unconditionally, and irrevocably and unconditionally fully releases and forever waivedischarges (i) the Company and the Trust of Carriage Services Capital Trust, release and discharge the Company, each (ii) all of its their respective subsidiaries and other corporate affiliates and their each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their (iii) together with the respective present or former officers, directors, employeespartners, managers, trustees, shareholders, employees, attorneys, and partnersagents of all of the foregoing entities and any and all employee pension or welfare benefits plans, in their corporate including current and individual capacities former trustees and administrators of these plans (collectively, the “Releasees”) ), both individually and in their official capacities, from any and all rights, claims, causes of action, charges, demands, actionsdamages, causes of actionsliabilities, obligations, judgments, rights, fees, damageslosses, debts, obligations, liabilities and expenses (inclusive of including attorneys’ feesfees and costs actually incurred) of any kind whatsoever (collectivelyevery kind, “Claims”)type, whether nature, or description whatsoever, in law or equity, known or unknown, suspected or unsuspected, vested or contingent, accrued or yet to accrue, that Employee or Employee’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of Executive’s execution of this ReleaseEffective Date. This Release includes, including, without limitationbut is not limited to, any Claims under any federal, state, local rights or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or claims relating in any way related to ExecutiveEmployee’s hireemployment relationship with the Company or any of the Releasees, the cessation thereof; any claims for unpaid commissions, bonuses, compensation, fees, expenses, wages, back pay, equity, salary, incentive pay, vacation pay, legal fees, fringe benefits, employmentseverance, contractor payments, termination or separation from employment with the Employer Group and any actual or alleged actpayments, omission, transaction, practice, conduct, occurrence or other mattercompensation; any rights or claims arising under any legally waivable federal, includingstate or local constitution, but not limited to statute, ordinance, or regulation, including without limitation the Age Discrimination in Employment Act of 1967 (i) any and all claims under the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits)Act of 1964, the Civil Rights Act of 1991, as amended, Section 1981 the Americans with Disabilities Act of U.S.C. Title 421990, the Xxxxxxxx-Xxxxx Family and Medical Leave Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended1993, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Equal Pay Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification (“WARN”) Act and any state WARN statutes, Section 1981 of the Civil Rights Act of 1866, the National Labor Relations Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, any rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Employee, as amended, and/or well as any other federaloffer letter, stateaward agreement, local or foreign law (statutory, regulatory employment agreement or otherwise) that may be legally waived and releasedunderstanding; and (ii) any tortand all claims for alleged tortious, contract and/or quasi-contract lawdefamatory or fraudulent conduct, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, without limitation intentional infliction of emotional distress, invasion of privacydefamation, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludesfraud, and Executive does not waivebreach of duty (collectively, release or discharge the “Released Claims”). Notwithstanding the foregoing, nothing in this Agreement shall (Au) waive any right claim that arises after the Effective Date, (v) waive any claim for contractual payments under this Agreement, (w) waive any rights to file an administrative charge or complaint with payments under the Equal Employment Opportunity CommissionCompany’s medical plan and 401(k) plan, Department of Fair Employment and Housing, or other administrative agency(x) be construed to prohibit Employee from bringing appropriate proceedings to enforce this Agreement; (By) claims under state workers’ compensation or unemployment laws; (C) indemnification waive any rights Executive has against the Employerthat, and/or (D) any other claims that pursuant to law, cannot be waived by lawor subject to a release of this kind, such as rights to unemployment or workers’ compensation benefits; or (z) waive any rights to indemnification that Employee may have under any organizational documents of the Company or any directors and officers liability insurance policy of the Company or any individual indemnity agreement with the Company. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.Xxxxxx X. Xxxxx Transition Agreement 2/22/24

Appears in 1 contract

Samples: General Release (Carriage Services Inc)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and ExecutiveEmployee’s heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”)Employer, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executivethe Employee’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executivethe Employee’s hire, calculation of compensation owed, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment 2008 and Housing Act, as amended, all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; and (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress. Notwithstanding all of the foregoing provisions, the Employee does not release or discharge the Employer (i) from any of the Employer’s obligations under this Agreement, and (ii) from any indemnification obligations of Employer to Employee including but not limited to her past, present and future serving as a board member, a consultant, and as a prior officer and employee of Employer and as may be otherwise offered pursuant to Employer’s bylaws, all of which Employer agrees to uphold. However, this general release and waiver of claims excludes, and Executive the Employee does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; and (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing in this Release prevents Executive from making such as claims for unemployment benefit rights and workers’ compensation (iii) indemnification rights the Employee has against the Employer, including those provided under any report indemnification agreement between Employee and Employer; and (iv) any rights to vested benefits, such as pension or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authorityretirement benefits.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Q Therapeutics, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Release, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his/her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (Ciii) indemnification rights the Executive has against the Employer, (iv) claims under the Amended and Restated Executive Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (Dv) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Petroleum Corp)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and ExecutiveEmployee’s heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholdersstockholders, trustees, partners and partnersother related persons or entities, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of ExecutiveEmployee’s execution of this ReleaseAgreement, including, without limitation, including any Claims claims under any federal, state, local or foreign law, that the Releasors may have, have ever had or may in the future have arising out of, or in any way related to ExecutiveEmployee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to including (i) any and all claims under (in each case as amended) Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amendedAct (with respect to existing but not prospective claims), the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended Act of 1974 (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act (the “ADEA”), the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment New York State Human Rights Law, the New York Labor Law (including the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Housing Retraining Notification Act, as amendedall provisions prohibiting discrimination and retaliation, and/or and all provisions regulating wage and hour law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, the New York City Human Rights Law, the Colorado Anti-Discrimination Act, the Colorado Minimum Wage Order, and the Colorado Labor Relations Act, and in each case all of their respective implementing regulations, and any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including claims for salary, wages, bonuses, commissions, incentive compensation, vacation and severance; (iii) any and all claims arising under tort, contract and/or or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment or negligent or intentional infliction of claims excludes, emotional distress; and Executive does not waive, release or discharge (Aiv) any right to file an administrative charge and all claims for monetary or complaint with the Equal Employment Opportunity Commissionequitable relief, Department of Fair Employment including attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritydisbursements.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Lilis Energy, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Release, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (Ciii) indemnification rights the Executive has against the Employer, (iv) claims under the Amended and Restated Executive Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (Dv) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. (a) In exchange for the consideration severance benefits provided in Section 6.2(a)to you under this Agreement, (b)to which you would not otherwise be entitled, (c), or (d) on your own behalf and that of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s your heirs, executors, representatives, agents, insurers, administrators, successors beneficiaries, personal representatives and assigns assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment, its termination, or your other associations with the Company or any of its Affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (collectively each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “ReleasorsClaims) irrevocably ), and unconditionally fully you hereby release and forever waive, release and discharge the Company, each of its subsidiaries Affiliates and other corporate affiliates stockholders, and each all of their respective executivespast, present and future directors, stockholders, officers, directorsmembers, ownersmanagers, shareholders general and agents (collectively referred to herein as the “Employer Group”)limited partners, including each member of the Employer Group’s parentsemployees, subsidiariesemployee benefit plans, affiliatesadministrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of their respective officersthem, directors, employees, shareholders, both individually and partners, in their corporate and individual official capacities (collectively, the “ReleaseesReleased Parties) from ), from, and you hereby waive, any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “such Claims”), whether known or unknown, from the beginning of time to the date of Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Letter Agreement (REV Group, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively ( collectively, the "Releasors") irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s Employer's parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, and partners, in their corporate and individual capacities (collectively, the "Releasees") from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever (( collectively, "Claims"), whether known or unknown, from the beginning of time to the date of Executive’s the Employee's execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s the Employee's hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Actwith respect to existing but not prospective claims, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations ActAge Discrimination in Employment Act ("ADEA''), as amended, the Age Discrimination in Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, and any claims arising under the California Fair Employment and Housing Arizona Civil Rights Act, Arizona Employment Protection Act, Arizona Medical Marijuana Act, and amendments to those laws to the extent that such Claims may be legally waived and released, as amendedwell as any claims under local statutes and ordinances that may be legally waived and released, and/or any other federalFederal, state, local local, or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including including, but not limited to to, claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of claims excludes, emotional distress; and Executive does not waive, release or discharge (Aiv) any right and all claims for monetary or equitable relief, including, but not limited, to file an administrative charge attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or complaint with the Equal Employment Opportunity Commissionexpenses, Department of Fair Employment costs and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritydisbursements.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Western Alliance Bancorporation)

General Release and Waiver of Claims. In exchange for (a) For valuable consideration, the consideration provided in Section 6.2(a), (b), (c), or (d) receipt and adequacy of the Employment Agreement (or any portion thereof)which are hereby acknowledged, Executive on behalf and each of Executive and Executive’s respective heirs, executors, administrators, representatives, agents, insurerssuccessors, administrators, successors assigns and assigns representatives (collectively the “ReleasorsReleasor”) hereby irrevocably and unconditionally fully releases and forever waivedischarges each of Parent, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executivespartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directorsemployees, ownersrepresentatives, shareholders and agents (collectively referred to herein as the “Employer Group”)lawyers, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assignsinsurers, and all of their respective officerspersons acting by, directorsthrough, employees, shareholders, and partners, under or in their corporate and individual capacities concert with them (collectively, the “Releasees”) ), of and from any and all manner of action or actions, cause or causes of action, judgments, obligations, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debtslosses, obligationscosts, liabilities and expenses (inclusive of attorneys’ fees) fees or expenses, of any kind whatsoever (collectivelynature whatsoever, “Claims”), whether known or unknown, fixed or contingent, which Releasor now has, ever had or may hereafter have against any Releasee, by reason of any act, omission, practice, conduct, event, cause, or other matter whatsoever from the beginning of time up to and including the date of Executive’s execution of that Executive executes this Release, includingto the fullest extent permitted by law. (b) Without limiting the generality of the foregoing, without limitation, Releasor releases and discharges Releasees from any Claims under and all claims in any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have way arising out of, based upon, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with Parent and/or the Employer Group and any actual or alleged actCompany, omission, transaction, practice, conduct, occurrence or other matterthe termination of employment of Executive by Parent and/or the Company and/or the events surrounding the circumstances relating to that termination, including, but not limited to to: (i) any and all claims arising under tort, contract and quasi-contract law, including, but not limited to, claims of breach of contract (express or implied), tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, wrongful or retaliatory discharge, fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress or compensatory or punitive damages; (ii) any and all claims for monetary or equitable relief, including, but not limited to, attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements; and (iii) and any claim under Title VII of the Civil Rights ActAct of 1964, as amendedthe Age Discrimination In Employment Act (“ADEA”), the Americans with With Disabilities Act, as amended, the Family and Medical Leave Act, as amendedthe Equal Pay Act, the False Claims Act, the Employee Retirement Income Security Act, the Federal Worker Retraining and Notification Act, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.of

Appears in 1 contract

Samples: Employment Agreement (Beauty Health Co)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)by Company to Executive pursuant to the Separation Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as including the “Employer Group”), including each member of the Employer GroupCompany’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors now may have, have or have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group Company and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, with respect to existing but not prospective claims, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and the Executive does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment although the Executive waives any right to monetary relief related to such a charge or administrative complaint; and Housing, or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority such as claims for information provided to any Governmental Authorityunemployment benefit rights and workers’ compensation.

Appears in 1 contract

Samples: Separation Agreement (3d Systems Corp)

General Release and Waiver of Claims. (a) In exchange for the consideration severance benefits and consulting services relationship provided in Section 6.2(a)to you under this Agreement, (b)to which you would not otherwise be entitled, (c), or (d) on your own behalf and that of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s your heirs, executors, representatives, agents, insurers, administrators, successors beneficiaries, personal representatives and assigns assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights and claims, whether known or unknown, accrued or unaccrued, contingent or otherwise, that you have had in the past, now have, or might now have, in any way related to, connected with or arising out of your employment, its termination, or your other associations with the Company or any of its Affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (collectively each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the “ReleasorsClaims) irrevocably ), and unconditionally fully you hereby release and forever waive, release and discharge the Company, each of its subsidiaries Affiliates and other corporate affiliates stockholders, and each all of their respective executivespast, present and future directors, stockholders, officers, directorsmembers, ownersmanagers, shareholders general and agents (collectively referred to herein as the “Employer Group”)limited partners, including each member of the Employer Group’s parentsemployees, subsidiariesemployee benefit plans, affiliatesadministrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of their respective officersthem, directors, employees, shareholders, both individually and partners, in their corporate and individual official capacities (collectively, the “ReleaseesReleased Parties) from ), from, and you hereby waive, any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “such Claims”), whether known or unknown, from the beginning of time to the date of Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Letter Agreement (REV Group, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Release, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (Ciii) indemnification rights the Executive has against the Employer, (iv) claims under the Amended and Restated Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (Dv) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”)Employer, including each member of the Employer GroupEmployer’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executivethe Employee’s execution of this ReleaseAgreement, including, without limitation, any claims any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executivethe Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-quasi- contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive the Employee does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; or (Ciii) indemnification rights Executive the Employee has against the Employer, and/or (D) any other claims that cannot be waived by law. FurtherIf the Employee applies for unemployment benefits, nothing the employer shall not contest it. When so required, the Employer will answer any inquiries by the Department of Labor concerning the termination of the Employee’s employment in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritytruthful manner.

Appears in 1 contract

Samples: Separation, Settlement and Release of Claims Agreement (Reed's, Inc.)

General Release and Waiver of Claims. (a) In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)Company’s obligations set forth in the Transition Agreement, Executive Individual, on behalf of Executive himself and Executive’s his spouse, heirs, executors, representativesadministrators, agents, insurers, administratorsbeneficiaries, successors and assigns (collectively the “Releasors”) assigns, hereby voluntarily, knowingly, willingly, unconditionally, and irrevocably and unconditionally fully releases and forever waivedischarges (i) the Company and the Trust of Carriage Services Capital Trust, release and discharge the Company, each (ii) all of its their respective subsidiaries and other corporate affiliates and their each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their (iii) together with the respective present or former officers, directors, employeespartners, managers, trustees, shareholders, employees, attorneys, and partnersagents of all of the foregoing entities and any and all employee pension or welfare benefits plans, in their corporate including current and individual capacities former trustees and administrators of these plans (collectively, the “Releasees”) ), both individually and in their official capacities, from any and all rights, claims, causes of action, charges, demands, actionsdamages, causes of actionsliabilities, obligations, judgments, rights, fees, damageslosses, debts, obligations, liabilities and expenses (inclusive of including attorneys’ feesfees and costs actually incurred) of any kind whatsoever (collectivelyevery kind, “Claims”)type, whether nature, or description whatsoever, in law or equity, known or unknown, suspected or unsuspected, vested or contingent, accrued or yet to accrue, that Individual or Individual’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of Executive’s execution of this ReleaseEffective Date. This Release includes, including, without limitationbut is not limited to, any Claims under any federal, state, local rights or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or claims relating in any way related to Executivethe Transition Agreement, the Consulting Period, the Consulting Pay, any rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Individual or Individual’s hirespouse, benefitsas well as any other offer letter, employmentaward agreement, termination or separation from employment with the Employer Group and any actual agreement or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) understanding; any and all claims for alleged tortious, defamatory or fraudulent conduct, including without limitation intentional infliction of emotional distress, defamation, fraud, and breach of duty; and any rights or claims arising under any legally waivable federal, state or local constitution, statute, ordinance, or regulation, including without limitation the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits)Act of 1964, the Civil Rights Act of 1991, as amended, Section 1981 the Americans with Disabilities Act of U.S.C. Title 421990, the Xxxxxxxx-Xxxxx Family and Medical Leave Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended1993, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Equal Pay Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification (“WARN”) Act and any state WARN statutes, Section 1981 of the Civil Rights Act of 1866, the National Labor Relations Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, any rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Employee, as amended, and/or well as any other federaloffer letter, stateaward agreement, local or foreign law (statutory, regulatory employment agreement or otherwise) that may be legally waived and releasedunderstanding; and (ii) any tortand all claims for alleged tortious, contract and/or quasi-contract lawdefamatory or fraudulent conduct, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, without limitation intentional infliction of emotional distress, invasion of privacydefamation, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludesfraud, and Executive does not waivebreach of duty (collectively, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against “Released Claims”). Notwithstanding the Employer, and/or (D) any other claims that cannot be waived by law. Furtherforegoing, nothing in this Release prevents Executive shall (i) waive any claim that arises after the date Individual signs this Release, (ii) waive any rights to payments under the Company’s medical plan and 401(k) plan, (iii) be construed to prohibit Individual from making bringing appropriate proceedings to enforce this Release; (iv) waive any report rights that, pursuant to law, cannot be waived or communication subject to a release of this kind; or (v) waive any rights to indemnification that Individual may have under any organizational documents of the Company or any directors or officers liability insurance policy of the Company or any individual indemnity agreement with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritythe Company.

Appears in 1 contract

Samples: General Release (Carriage Services Inc)

General Release and Waiver of Claims. In exchange for the consideration provided by the City in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Plaintiff and Executive’s Plaintiff's heirs, executors, representatives, administrators, agents, insurers, administrators, successors and assigns (collectively the "Releasors") irrevocably and unconditionally fully and forever waive, release release, and discharge the CompanyCity, each of its subsidiaries including it’s current and other corporate affiliates and each of their respective executivesformer employees, agents, officers, directors, ownerselected and appointed officials, shareholders and agents (collectively referred to herein as the “Employer Group”)insurers, including each member of the Employer Group’s parentsThe Travelers Insurance Companies, Inc., attorneys, servants, representatives, subsidiaries, affiliates, predecessors, predecessors and their successors and assigns, assigns and any and all other persons, firms or corporations with whom any of their respective officersthe former have been, directorsare now, employeesor may hereafter be affiliated, shareholderstogether with any and all other persons, and partnersfirms, in their corporate and individual capacities entities, or corporations, whether named or unnamed (collectively, the "Releasees”) "), from any and all claims, demands, actions, causes of actions, obligationsactions whether at law or equity, judgments, rights, fees, damages, debts, obligations, liabilities liabilities, and expenses (inclusive of attorneys’ fees' fees and costs) of any kind whatsoever (collectively, “Claims”)whatsoever, whether known or unknownunknown (collectively, from "the beginning of time to the date of Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign lawReleased Claims"), that Releasors may have, have or have ever had against the Released Parties, or may in the future have any of them, arising out of, or in any way related to Executive’s Plaintiff's hire, benefits, employment, termination or termination, and/or separation from employment with the Employer Group and City by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence occurrence, or other mattermatter from the beginning of time up to and including the date of Plaintiff's execution of this Agreement, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.to:

Appears in 1 contract

Samples: Settlement Agreement and General Release of Claims

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, (D) claims under the Amended and Restated Executive Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (DE) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, employees and partnersstockholders, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executivethe Employee’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executivethe Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Massachusetts Fair Employment and Housing Practices Law (MFEPL), the Massachusetts Civil Rights Act (MCRA), the Massachusetts Equal Rights Act (MERA), the Minimum Fair Wage Act, as amendedthe Massachusetts Wage Act, the Massachusetts Equal Pay Act , all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and Executive the Employee does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; and (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing in this Release prevents Executive from making such as claims for unemployment benefit rights with the Massachusetts Department of Unemployment Assistance; and (iii) any report rights to vested benefits, such as pension or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authorityretirement benefits.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Teladoc Health, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)Company's agreements herein, (b)which you agree and acknowledge are good and valuable consideration, (c)and to the fullest extent permitted by law, or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive you and Executive’s your heirs, executors, representatives, agents, insurers, administrators, successors successors, and assigns (collectively collectively, the "Releasors") irrevocably and unconditionally fully and forever waive, release release, and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred including but not limited to herein as the “Employer Group”), including each member of the Employer Group’s Company's parents, subsidiaries, affiliates, predecessors, successors successors, and assigns, and all of their respective past and present officers, directors, agents, representatives, employees, shareholdersinsurers employees, members, and partnersshareholders, in their corporate and individual capacities (collectively, the "Releasees”) "), from any and all claims, demands, actions, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, liabilities liabilities, and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, "Claims”)") which you may have had, now have, or may hereafter claim to have against the Company through the Separation Date, whether such claims are known or unknown, from the beginning of time to the date of Executive’s execution of this Releasecontingent or otherwise, including, without limitation, any Claims claims under any federal, state, local local, or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s your hire, benefits, employment, termination termination, or separation from employment with the Employer Group Company, and any actual or alleged act, omission, transaction, practice, conduct, occurrence occurrence, or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.to:

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Carrols Restaurant Group, Inc.)

General Release and Waiver of Claims. In exchange for To the consideration provided in Section 6.2(a)fullest extent permitted by applicable laws, (b)Employee hereby generally, (c)irrevocably and unconditionally releases and forever discharges and covenants not to sue the Company and all of its and their current and/or former employees, or (d) of the Employment Agreement (or any portion thereof)officers, Executive on behalf of Executive and Executive’s heirsdirectors, executorsmembers, shareholders, trustees, members, managers, representatives, agents, attorneys, insurers, employee benefit plans and their fiduciaries and administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all persons acting by, through, or under or in concert with any of their respective officersthem, directors, employees, shareholders, both individually and partners, in their corporate and individual representative capacities (collectively, including without limitation the Company, the “ReleaseesCompany Released Parties) ), from any and all complaints, claims, demands, actionsliabilities, causes of actionsdamages, obligations, judgmentsinjuries, rightsactions or rights of action of any nature whatsoever, fees, (including without limitation claims for damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”interest and costs), whether known or unknown, from the beginning disclosed or undisclosed, administrative or judicial, suspected or unsuspected, that exist in whole or in part as of time to the date Employee signs this Agreement, including, but not limited to, any claims based upon, arising out of Executiveor in any manner connected with Employee’s execution employment with the Company, the separation of Employee’s employment with the Company, and/or any acts, omissions or events occurring on or before the date Employee signs this ReleaseAgreement; provided, however, Employee is not releasing or waiving (a) any claims that may arise after the date Employee signs this Agreement; (b) any rights under this Agreement, (c) any vested rights Employee may have under any employee benefit plan, including any vested rights under any 401(k) plan, or (d) any rights or claims that cannot be waived by applicable law, including, without limitation, any Claims under any federalclaim for unemployment insurance benefits. Without limiting the generality of the foregoing, stateEmployee acknowledges that the foregoing release/covenant not to sue is to be construed as broadly as possible and includes, local or foreign lawbut is not limited to, that Releasors may have, have ever had or may in the future have arising out and constitutes a complete waiver of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all possible claims Employee has or may have against the Company Released Parties under Title VII or with respect to the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), 29 U.S.C. § 621 et seq., the Civil Rights ActAct of 1964 and 1991, as amended, 29 U.S.C. § 2000(e), the Americans with Disabilities ActFederal Civil Rights Act of 1866 and 1871, 42 U.S.C. §§ 1981, 1983 and 1985, the Federal Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d)(1)-(4), the Americans With Disabilities Act of 1990, as amended, 42 U.S.C. § 12,101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq., the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq., the Fair Labor Standards Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Equal Pay Genetic Information Nondiscrimination Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of 42 U.S.C. Title 42§ 2000ff et seq., the Xxxxxxxx-Xxxxx Act of 2002Act, as amended15 U.S.C. § 7201 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Tennessee Human Rights Act, the Tennessee Disability Act, the Tennessee Public Protection act, all other federal, state and local laws and statutes, all wrongful discharge or other state law claims and all contract claims, tort claims, or other theories of recovery. Employee acknowledges and agrees that she does not have any claims and is not entitled to any compensation arising under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq. Employee has been advised by the Company that this Agreement does not prohibit Employee from (x) filing an administrative complaint or charge with a governmental agency, such as amended, the United States Equal Employment Opportunity Commission (“EEOC”) or the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law Board (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy“NLRB”), defamation, emotional distress, tortious interference relating to Employee’s employment with contract, breach the Company or any of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury other Company Released Parties; or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (Ay) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation by the EEOC, NLRB, or proceeding conducted other governmental agency. However, Employee waives and releases, to the fullest extent permitted by applicable law, any Governmental Authority. This Release does not limit Executive’s right and all entitlement to receive an award damages or any other form of personal relief arising from a Governmental Authority for information provided such complaint or charge or any legal action relating to any Governmental Authoritysuch complaint or charge. If the EEOC, any other administrative agency or other person brings a complaint, charge or legal action on Employee’s behalf against any of the Company Released Parties based on any acts, events or omissions occurring on or before the date Employee signs this Agreement, Employee hereby waives any rights to, and will not accept, any remedy obtained through the efforts of such agency or person.

Appears in 1 contract

Samples: Separation Agreement and General Release (Atmus Filtration Technologies Inc.)

General Release and Waiver of Claims. (a) In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)covenants and agreements contained herein, Executive and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee, for herself and on behalf of Executive and Executive’s her heirs, executorssuccessors, representativesand assigns hereby irrevocably and unconditionally releases, waives and discharges Employer and its parents, subsidiaries or otherwise affiliated corporations, partnerships or business enterprises, and each of their respective past and former officers, partners, members, employees, agents, insurers, administratorsrepresentatives, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waivecounsel, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officersshareholders, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the collectively ReleaseesReleased Parties”) from any and all causes of action, claims, charges, demands, actions, causes of actions, obligations, judgments, rights, feeslosses, damages, debtswages, obligationscompensation, benefits, costs, attorney’s fees and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever kind, including claims for age discrimination (collectively, collectively “Claims”)) that she may have or claim to have, in any way relating to or arising out of her employment with Employer through the date of this Agreement, regardless of whether these Claims are known or unknown. This irrevocable and unconditional release includes, but is not limited to, a release from the beginning of time to the date of Executiveany such matters or claims which Employee or anyone else could have raised on Employee’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have behalf arising out of, of or in any way related pursuant to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights ActAct of 1964, as amended, 42 U.S.C. § 2000e et seq.; the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq.; the Americans with Disabilities ActXxxxxxxxxxxx Xxx, as amended00 X.X.X. § 00000, the Family and Medical Leave Act, as amended, et seq.; the Fair Labor Standards Act, the Equal Pay Act, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended 29 U.S.C. § 1001, et seq.; of The District of Columbia Minimum Wage Act (with respect to unvested benefits“DCMWA”), D.C. Code §32-1001, et seq.; the Civil District of Columbia Family Medical Leave Act (“DCFMLA”), D.C. Code §4-1600, et seq.; the District of Columbia Human Rights Act (“DCHRA”), D.C. Code §2-1402.01, et seq., other District of 1991, as amended, Section 1981 of U.S.C. Title 42Columbia statutes and regulations, the Xxxxxxxx-Xxxxx Act of 2002United States Constitution, as amendedany and all amendments to said statutes, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or or any other federal, state, state or local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract employment law, including any state contract or tort law, including, but not limited to to, claims for infliction of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contractwrongful termination, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel or breach of an express or implied promise, intentional infliction misrepresentation or fraud, retaliation, defamation of emotional distresscharacter, invasion claims for attorney’s fees, or claims for any rights to future employment and benefits with Employer. Employee further understands that this release extends to all claims that she has or may have, based on any theory, whether developed or undeveloped, arising from or related to her employment or the separation of privacyher employment with Employer, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, fact or matter occurring prior to her execution of this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental AuthorityAgreement.

Appears in 1 contract

Samples: Model Severance Agreement

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Release, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his/her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (Ciii) indemnification rights the Executive has against the Employer, (iv) claims under the Amended and Restated Executive Employment Agreement between the Executive and the Employer dated August 22, 2018, and/or (Dv) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower lawwhistleblower) law or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Executive Employment Agreement (Berry Petroleum Corp)

General Release and Waiver of Claims. In exchange for the partial consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)Retirement Benefits and other special benefits which Xx. Xxxxxxxxx is receiving pursuant to this Agreement, Executive on behalf of Executive and Executive’s Xx. Xxxxxxxxx, his heirs, executors, representativesbeneficiaries, agentslegal representatives and assigns, insurers, administrators, successors individually and assigns in their beneficial capacity (sometimes hereinafter referred to collectively as the “Releasors”) ), with the exception of any indemnification rights, gross up payments and Xx. Xxxxxxxxx’x rights and benefits under this Agreement, hereby unconditionally and irrevocably and unconditionally fully release, waive, and forever waive, release and discharge the Company, each of its Global Partners LP, their respective parents, members, subsidiaries and other corporate affiliates affiliates, and each of their respective executivespast, officers, directors, owners, shareholders present and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective future officers, directors, employees, shareholdersrepresentatives, members, unitholders, attorneys, agents, successors and partners, in their corporate and individual capacities assigns (collectively, hereinafter collectively referred to as the “Releasees”) ), or any of them, of and from any and all suits, claims, demands, actionsinterest, costs (including reasonable attorneys’ fees and costs actually incurred), expenses, actions and causes of actionsaction, rights, liabilities, obligations, judgmentspromises, rightsagreements, feescontroversies, damages, losses and debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelynature whatsoever, “Claims”)which the Releasors now have, own or hold, or at any time heretofore ever had, owned or held, or could have had, owned or held, whether known or unknown, suspected or unsuspected, from the beginning of time the world to the date of Executive’s execution of this ReleaseAgreement, including, without limitationlimiting the generality of the foregoing, any Claims under claims arising in law or equity, in a court, administrative, arbitration or other tribunal of any federalstate or country, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, of or in connection with his employment by the Company and/or Global and/or the termination thereof, any way related to Executive’s hireclaims arising under the Age Discrimination in Employment Act of 1967, benefitsas amended, employmentthe Older Workers Benefit Protection Act, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights ActAct of 1964, as amended, the Americans with With Disabilities Act, as amendedMassachusetts General Laws, Chapter 151B, the Family wage payment and Medical Leave Act, as amended, wage and hour statutes of the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act Commonwealth of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment Massachusetts and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalapplicable jurisdictions, stateand all other applicable laws, local statutes, regulations or foreign law (other requirements of each state and jurisdiction in which Xx. Xxxxxxxxx has been employed and any other statutory, regulatory common law or otherwise) that may be legally waived and released; and (ii) other claims of any tortnature whatsoever against any of the Releasees, contract and/or quasi-contract except any claim that, by law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritywaived.

Appears in 1 contract

Samples: Retirement, Consulting And (Global Partners Lp)

General Release and Waiver of Claims. a. In exchange for consideration of Employee’s right to receive the consideration provided severance payments and benefits set forth in Section 6.2(aSections [6.1(b), (bd), and (c), or (de)]1/[Sections 6.1(d) and the last sentence of 6.2]2/ of the Employment Agreement (or any portion thereof)Agreement, Executive the Employee, on behalf of Executive himself and Executive’s his heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators, successors and assigns (hereinafter collectively the referred to for purposes of this Section 1 as ReleasorsEmployee) ), hereby agrees to irrevocably and unconditionally fully and forever waive, release and forever discharge the CompanyCompany and its past, each of its subsidiaries present and other corporate future affiliates and each of their respective executivesrelated entities, officersparent and subsidiary corporations, directorsdivisions, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliatesshareholders, predecessors, successors current, former and assigns, and all of their respective future officers, directors, employees, shareholderstrustees, fiduciaries, administrators, executives, agents, representatives, successors and partners, in their corporate and individual capacities assigns (collectively, the “ReleaseesCompany Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, obligations and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelyor nature whatsoever, “Claims”)at law or in equity, whether known or unknown, from existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the beginning future may claim to have against any or all of time the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of Executivethe Employee’s execution of this Release, includingAgreement. Such claims include, without limitation, any Claims claims arising under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; Title VII of the Genetic Information Nondiscrimination Civil Rights Act of 20081964, 42 U.S.C. § 2000e et seq.; the California Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Employment and Housing Credit Reporting Act, as amended, and/or 15 U.S.C. §1681 et seq.; any other federal, statestate or local statutory laws relating to employment, local or foreign law (statutorydiscrimination in employment, regulatory termination of employment, wages, benefits or otherwise) that may be legally waived and released; and (ii) or any tortother federal, contract and/or quasi-contract lawstate or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to claims actions in tort, defamation and _______________________________________________________________________________ 1 References to be used in connection with a termination without Cause or for Good Reason or as a result of wrongful discharge Disability. 2 References to be used in connection with a termination as a result of death breach of contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness a claim for retaliation) under any common law theory or any other harm. Howeverfederal, this general release of state or local statute or ordinance not expressly referenced above; and any and all claims excludesfor counsel fees, costs and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authorityinterest.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

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General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)Company’s obligations set forth in this Release, Executive Individual, on behalf of Executive herself and Executive’s her spouse, heirs, executors, representativesadministrators, agents, insurers, administratorsbeneficiaries, successors and assigns (collectively the “Releasors”) assigns, hereby voluntarily, knowingly, willingly, unconditionally, and irrevocably and unconditionally fully releases and forever waivedischarges (a) the Company and the Trust of Carriage Services Capital Trust, release and discharge the Company, each (b) all of its their respective subsidiaries and other corporate affiliates and their each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their (c) together with the respective present or former officers, directors, employeespartners, managers, trustees, shareholders, employees, attorneys, and partnersagents of all of the foregoing entities and any and all employee pension or welfare benefits plans, in their corporate including current and individual capacities former trustees and administrators of these plans (collectively, the “Releasees”) ), both individually and in their official capacities, from any and all rights, claims, causes of action, charges, demands, actionsdamages, causes of actionsliabilities, obligations, judgments, rights, fees, damageslosses, debts, obligations, liabilities and expenses (inclusive of including attorneys’ feesfees and costs actually incurred) of any kind whatsoever (collectivelyevery kind, “Claims”)type, whether nature, or description whatsoever, in law or equity, known or unknown, suspected or unsuspected, vested or contingent, accrued or yet to accrue, that Individual or Individual’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of Executive’s execution of this Effective Date (“Release”). This Release includes, including, without limitationbut is not limited to, any Claims under any federal, state, local rights or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or claims relating in any way related to Executiveany rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Individual or Individual’s hirespouse, benefitsas well as any other offer letter, employmentaward agreement, termination or separation from employment with the Employer Group agreement or understanding; and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Actfor alleged tortious, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local defamatory or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract lawfraudulent conduct, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, without limitation intentional infliction of emotional distress, invasion defamation, fraud, and breach of privacyduty (collectively, violation of public policythe “Released Claims”). Individual covenants and agrees (i) that she will not commence, negligencemaintain or participate in any suit or proceeding against the Releasees, nonphysical injury(ii) that she has not filed any such suit or proceeding, personal injury and (iii) that she has not assigned or sickness otherwise transferred any interest in any Released Claim or any other harminterest related to the Company to a third party. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with Notwithstanding the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Furtherforegoing, nothing in this Release prevents Executive shall (u) waive any claim that arises after the date Individual signs this Release, (v) waive any claim for contractual payments under the Transition Agreement, (w) waive any rights to payments under the Company’s medical plan, (x) be construed to prohibit Individual from making bringing appropriate proceedings to enforce this Release; or (y) waive any report rights that, pursuant to law, cannot be waived or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right subject to receive an award from a Governmental Authority for information provided to any Governmental Authorityrelease of this kind.

Appears in 1 contract

Samples: General Release (Carriage Services Inc)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)this Agreement, Executive on behalf of Executive and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, members, partners and partnersagents, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executive’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act and all state and local laws that may be legally waived, and all of 2008, the California Fair Employment and Housing Act, as amended, their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and Executive does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although Executive waives any right to monetary relief related to such a charge or administrative complaint; and (Bii) claims under state which cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation or unemployment laws; and (Ciii) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (American Residential Properties, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Employee Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, trustees, partners and partnersother related persons or entities, in their corporate and individual capacities (collectively, the “Employer Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executivethe Employee’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that the Employee Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executivethe Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended Act (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amendedthe Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Oregon Family Leave Act, the Oregon Military Family Leave Act, Chapter 659A of the Oregon Revised Statutes and all state and local laws that may be legally waived, in each case as amended, amended and in each case including all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance, including but not limited to claims under the Employment Agreement; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and Executive the Employee does not waive, release or discharge discharge: (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although the Employee waives any right to monetary relief related to such a charge or administrative complaint; (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation; (iii) indemnification rights the Employee has against the Employer; (iv) any rights to vested benefits, such as pension or retirement benefits; and (v) claims or rights arising under this Agreement. FurtherIf the Employee applies for unemployment benefits, nothing the Employer shall not contest it. When so required, the Employer will answer any inquiries by the Department of Labor concerning the termination of Employee’s employment in a truthful manner. In exchange for the consideration provided in this Release prevents Executive Agreement, the Employer Releasees irrevocably and unconditionally fully and forever waive, release and discharge the Employee Releasors, from making any report and all Claims, whether known or unknown, from the beginning of time to the date of the Employer’s execution of this Agreement, including, without limitation, any claims under any federal, state, local or communication with any governmental foreign law, that the Employer Releasees may have, have ever had or regulatory agency, entitymay in the future have arising out of, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation way related to the Employee’s hire, benefits, employment, termination or proceeding conducted separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, However, this general release and waiver of claims excludes, and the Employer Releasees do not waive, release or discharge (i) claims which cannot be waived by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritylaw and (ii) claims or rights arising under this Agreement.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Prima BioMed LTD)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s 's parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, owners, shareholders, and members, unitholders, partners, agents, attorneys and other related persons and entities, in all of their corporate entity and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executive’s the Employee's execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have have, arising out of, or in any way related to Executive’s the Employee's hire, benefits, employment, termination Exhibit 10.1 or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 20082008 and any similar or related state law, the California Fair Employment all of their respective implementing regulations and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation or severance (other than salary payable with respect to the current pay period through the Separation Date and value of unused vacation days for 2015 through and including the Separation Date); (iii) any and all claims arising under tort, contract and/or or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and Executive the Employee does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; , although the Employee waives any right to monetary relief related to such a charge or administrative complaint, (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(sand (iii) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authorityindemnification rights the Employee may have against the Employer.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Magellan Midstream Partners Lp)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Release, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s his/her heirs, executors, representatives, agents, insurers, administrators, administrators successors and assigns (collectively the die “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, . successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executivethe Employee’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executivethe Employee’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, matter including but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification ActAd, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or and or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tortton, contract and/or and of quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distressduress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive the Employee does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers’ compensation or unemployment laws; (Ciii) indemnification rights Executive the Employee has against the Employer, and/or (Div) claims under the Employment Agreement between the Employee and the Employer dated [DATE], and or (v) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Employment Agreement (Berry Corp (Bry))

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as including the “Employer Group”), including each member of the Employer GroupCompany’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group Company and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, with respect to existing but not prospective claims, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and the Executive does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although the Executive waives any right to monetary relief related to such a charge or administrative complaint; and (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing such as claims for unemployment benefit rights and workers' compensation (however, the release does include claims pursuant to California Labor Code Sections 132a and 4558), specified claims under the California Fair Employment and Housing Act relating to unlawful acts in this Release prevents Executive from making any report to the workplace or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected indemnification as required by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Severance Agreement (3d Systems Corp)

General Release and Waiver of Claims. a. In exchange for consideration of Employee’s right to receive the consideration provided severance payments and benefits set forth in Section 6.2(aSections [6.1(b), (bd), and (c), or e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]22/[Sections 6.1 (de) and 6.3(y)]33 of the Employment Agreement (or any portion thereof)Agreement, Executive the Employee, on behalf of Executive himself and Executive’s his heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators, successors and assigns (hereinafter collectively the referred to for purposes of this Section 1 as ReleasorsEmployee) ), hereby agrees to irrevocably and unconditionally fully and forever waive, release and forever discharge the CompanyCompany and its past, each of its subsidiaries present and other corporate future affiliates and each of their respective executivesrelated entities, officersparent and subsidiary corporations, directorsdivisions, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliatesshareholders, predecessors, successors current, former and assigns, and all of their respective future officers, directors, employees, shareholderstrustees, fiduciaries, administrators, executives, agents, representatives, successors and partners, in their corporate and individual capacities assigns (collectively, the “ReleaseesCompany Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, obligations and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelyor nature whatsoever, “Claims”)at law or in equity, whether known or unknown, from existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he has now or in the beginning future may claim to have against any or all of time the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of Executivethe Employee’s execution of this Release, includingAgreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, any Claims claims arising under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; Title VII of the Genetic Information Nondiscrimination Civil Rights Act of 20081964, 42 U.S.C. § 2000e et seq.; the California Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Employment and Housing Credit Reporting Act, as amended, and/or 15 U.S.C. §1681 et seq.; any other federal, statestate or local statutory laws relating to employment, local discrimination in 1 References to be used in connection with a termination without Cause or foreign law (statutoryfor Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 33 References to be used in connection with a termination as a result of application of Section 6.3. employment, regulatory termination of employment, wages, benefits or otherwise) that may be legally waived and released; and (ii) or any tortother federal, contract and/or quasi-contract lawstate or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to claims actions in tort, defamation and breach of wrongful discharge contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness a claim for retaliation) under any common law theory or any other harm. Howeverfederal, this general release of state or local statute or ordinance not expressly referenced above; and any and all claims excludes, for counsel fees and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritycost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. In exchange for consideration of the consideration Severance Benefits provided by Generation Bio (the “Company”) to Xxxxxx Xxxxxx, as described in Section 6.2(athe letter agreement dated January 9, 2020 to which this General Release and Waiver of Claims is attached as Exhibit B (the “Agreement”), (b)Xx. Xxxxxx, (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive for himself and Executive’s for his heirs, executors, representativesadministrators, estates, agents, insurersservants, administratorsrepresentatives, successors attorneys, insurers and assigns (collectively referred to in this General Release of Claims as the “ReleasorsReleasor) ), hereby to the extent permitted by law, voluntarily, irrevocably and unconditionally fully releases and forever waive, release and discharge discharges the Company, each of its subsidiaries affiliated entities, its and other corporate affiliates their predecessor and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors successor organizations and assigns, and all each of its and their respective officerspresent and former shareholders, directors, officers, employees, shareholdersagents, servants, representatives, attorneys and partners, in their corporate and individual capacities insurers (collectively, the “Releasees”) ), from any and all claims, demands, actions, causes of actionsaction, obligationsclaims, complaints, suits, debts, sums of money, agreements, promises, torts, damages, accounts, covenants, contracts, judgments, controversies, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”)demands whatsoever, whether known or unknown, from the beginning of time to the date of Executive’s execution of this Releasesuspected or unsuspected, includingin law or in equity, without limitationwhether statutory or common law, any Claims under any whether federal, state, local or foreign lawotherwise, that Releasors may which the Releasor now has, owns, or holds, or claims to have, own or hold, or which at any time heretofore, had owned or held, or claimed to have ever had owned or may in held against each, or any or all of the future have Releasees, based upon, arising out ofof or in connection with any circumstances, matter or state of fact from the beginning of the world to the date of this General Release of Claims, including but not limited to claims arising out of or in any way related to ExecutiveReleasor’s hirehiring or employment at the Company, benefits, or his termination from that employment, termination or separation from employment with the Employer Group and any actual or alleged actrelated matters, omission, transaction, practice, conduct, occurrence or other matter, including, including but not limited to claims arising under (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits)Act of 1964, the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Americans with Disabilities Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended1990, the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, and the Rehabilitation Act of 1973, all as amended; (ii) all claims arising out of the Fair Labor Standards Act, the Genetic Information Nondiscrimination Fair Credit Reporting Act, the Employee Retirement Income Security Act of 20081974, the California Massachusetts Fair Employment and Housing Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Labor and Industries Act, the Massachusetts Payment of Wages Act, the Massachusetts Privacy Act, and the Massachusetts Parental Leave Act, all as amended; (iii) all common law tort or contract claims including, and/or any other federalbut not limited to, stateactions in tort, local or foreign law (statutorydefamation, regulatory or otherwise) that may be legally waived and releasedbreach of contract; and (iiiv) all claims under any tortfederal, contract and/or quasi-contract state or local law, including but not limited to constitution, or regulation. Releasor agrees and acknowledges that he is waiving and releasing any claims for unpaid wages of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach any type that he may have against any of the implied covenant Releasees under the Massachusetts Payment of good faith and fair dealingWages Act, defamationM.G.L. c. 149, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority§ 148 et seq.

Appears in 1 contract

Samples: Stock Option Agreement (Generation Bio Co.)

General Release and Waiver of Claims. (a) In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)Agreement, Executive on behalf of Executive and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its Employer and all subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “ReleaseesEmployer Group”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”)whatsoever, whether known or unknown, from the beginning of time to the date of Executive’s execution of this Release(collectively “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to (i) Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and (ii) any actual or alleged act, omission, transaction, practice, conduct, occurrence or other mattermatter that existed or arose on or before, and including, the date of his execution of this Agreement, including, but not limited to (iA) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Older Workers’ Benefit Protection Act, the Fair Labor Standards Act, the National Labor Relations Act, as amendedthe Fair Credit Reporting Act, the Age Discrimination in Employment Texas Commission on Human Rights Act, as amendedthe Texas Workers’ Compensation Act, any claims arising under the Texas Labor Code that may be legally waived and released including the Texas Payday Act, the Genetic Information Nondiscrimination Act Texas Anti-Retaliation Act, Chapter 21 of 2008the Texas Labor Code, the California Fair Employment Texas Whistleblower Act and Housing Act, amendments to those laws as amendedwell as any claims under local statutes and ordinances that may be legally waived and released, and/or any other federalFederal, state, state or local or foreign law (statutory, regulatory or otherwise) that may be legally waived and releasedreleased governing Executive’s employment with Employer Group or Executive’s rights, or Employer Group’s obligations, in connection with any of the foregoing; and (iiB) any tort, tort and/or contract and/or and quasi-contract lawclaims, including including, but not limited to to, any claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith claims for promissory estoppel or detrimental reliance, claims for wages, bonuses, incentive compensation and fair dealingseverance allowances or entitlements, wrongful discharge, all claims for fraud, slander, libel, defamation, disparagement, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical non-physical injury, personal injury or sickness or any other harm; negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever, and all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements. However, this general release of claims excludes, excludes and Executive does not waive, release or discharge any (A1) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housingthe Texas Workforce Commission Civil Rights Division, or other administrative agency, although Executive waives any right to monetary relief related to such a charge; (BII) claims under state workers’ compensation or unemployment laws; or (CIII) indemnification rights Executive has against the EmployerEmployer Group, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Employment Agreement (RigNet, Inc.)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as including the “Employer Group”), including each member of the Employer GroupCompany’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group Company and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, with respect to existing but not prospective claims, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and the Executive does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although the Executive waives any right to monetary relief related to such a charge or administrative complaint; and (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority such as claims for information provided to any Governmental Authorityunemployment benefit rights and workers' compensation.

Appears in 1 contract

Samples: Severance Agreement (3d Systems Corp)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively the "Releasors") irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the "Releasees") from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, "Claims"), whether known or unknown, from the beginning of time to the date of the Executive’s 's execution of this ReleaseAgreement, including, without limitation, any claims any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s 's hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Executive Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other federalFederal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy)discharge, defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and the Executive does not waive, release or discharge (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency; (Bii) claims under state workers' compensation or unemployment laws; or (Ciii) indemnification rights the Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (R F Industries LTD)

General Release and Waiver of Claims. In exchange for the consideration provided by Employer [Group] in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive Employee and Executive’s Employee's heirs, executors, representatives, administrators, agents, [insurers, administrators, successors ,] and assigns (collectively the "Releasors") irrevocably and unconditionally fully and forever waive, release release, and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer [Group”)], including [Employer's/each member of the Employer Group’s 's] parents, subsidiaries, affiliates, predecessors, successors successors, [joint employers,] and assigns, and all each of its and their respective agents, officers, directors, employees, [shareholders, ,] [trustees,] [partners,] and partners[OTHER RELATED PERSONS OR ENTITIES], in their corporate and individual capacities (collectively, the “Releasees”) "Released Parties"), from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities liabilities, and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, “Claims”)whatsoever, whether known or unknownunknown (collectively, from the beginning of time to the date of Executive’s execution of this Release, including, without limitation, any Claims under any federal, state, local or foreign law"Claims"), that Releasors may have, have or have ever had against the Released Parties, or may in the future have any of them, [arising out of, or in any way related to Executive’s Employee's hire, benefits, employment, termination termination, or separation from employment with the Employer Group and [Group]] by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence occurrence, or other mattermatter from the beginning of time up to and including the date of Employee's execution of this Agreement, including, but not limited to (i) to: any and all claims under Title VII of the Civil Rights Act, as amendedAct of 1964 (Title VII), the Americans with Disabilities ActAct (ADA), as amended, [the Family and Medical Leave Act, as amended, Act (FMLA) (regarding existing but not prospective claims),] [the Fair Labor Standards Act, Act (FLSA),] the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended Act (with respect to ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Fair Credit Reporting Act of 2002, as amended(FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, as amended, [the National Labor Relations Act, as amended, Act (NLRA),] [the Age Discrimination in Employment Act, as amended, Act (ADEA),] [the Uniform Services Employment and Reemployment Rights Act (USERRA),] [the Genetic Information Nondiscrimination Act of 2008(XXXX),], the California Fair Employment Immigration Reform and Housing Control Act (IRCA), any claims arising under the Texas Labor Code that may be legally waived and released including the Texas Payday Act, as amendedthe Texas Anti-Retaliation Act, and/or Chapter 21 of the Texas Labor Code and the Texas Whistleblower Act [,OTHER EMPLOYMENT RELATED LOCAL OR COUNTY CODE OR ORDINANCE], all including any amendments and their respective implementing regulations, and any other federal, state, local local, or foreign law (statutory, regulatory regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and (ii) the omission of any specific statute or law shall not limit the scope of this general release in any manner; any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, sick pay, or severance; any and all claims arising under tort, contract and/or contract, or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan express or implied contract, tortious interference with contracta contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness sickness, or any other harm, wrongful or retaliatory discharge, fraud, defamation, false imprisonment, and negligent or intentional infliction of emotional distress; [and] any and all claims for monetary or equitable relief, including but not limited to, attorneys' fees and costs, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties[; and indemnification rights that Employee has against Employer [Group]]. However, this general release and waiver of claims excludes, and Executive the Employee does not waive, release release, or discharge discharge: (Ai) any right to file an administrative charge or complaint with or testify, assist, or participate in an investigation, hearing, or proceeding conducted by the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other similar federal or state administrative agencyagencies[, although the Employee waives any right to monetary relief related to any filed charge or administrative complaint]; [and] (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further[, nothing in this Release prevents Executive from making such as claims for [unemployment benefit rights and] [workers' compensation]]; [and] [(iii) indemnification rights the Employee has against the Employer;] [and] [(iv) any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive file an unfair labor practice charge under the National Labor Relations Act [or the Employee's rights under a collective bargaining agreement without processes;] [and] [(v) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d));] [and (vi) any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award from a Governmental Authority agreements]. [If Employee applies for information provided unemployment benefits, Employer [Group] [shall not actively contest it. However, Employer [Group]] will respond truthfully and completely to any Governmental Authorityinquiries by the Texas Workforce Commission concerning the termination of Employee's employment.]

Appears in 1 contract

Samples: Settlement and Release of Claims Agreement

General Release and Waiver of Claims. In exchange for the Camp and Select Analytics, in consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)promises and covenants contained in this Agreement, Executive on behalf without limitation the payments made in Paragraph 2 above and the continuation of Executive health insurance coverage as set forth in Paragraph 3 above, the sufficiency of which is acknowledged by Camp and ExecutiveSelect Analytics, do hereby forever, fully and unconditionally release, remise, acquit and discharge Geospatial, Geospatial’s heirsaffiliates and related companies, executorsincluding but not limited to Geospatial Mapping Systems, Inc., and their directors, officers, employees, contractors, agents, representatives, agents, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assignssuccessors, both presently known and all of their respective officersunknown, directors, employees, shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demandssuits, actions, causes of actionsaction, obligationsdemands, judgments, rights, claims, loss, damage, interest, attorney fees, damages, debts, obligations, liabilities costs and expenses (inclusive and/or other relief of attorneys’ fees) of any whatsoever kind whatsoever (collectively, “Claims”), whether known or unknown, nature which Camp and/or Select Analytics have from the beginning of time to the date present (collectively, the “Claims”). Geospatial does hereby forever, fully and unconditionally release, remise, acquit and discharge Camp, Select Analytics and its directors, officers, employees, contractors, agents, representatives, parents, subsidiaries, predecessors, and successors, both presently known and unknown, from all Claims. This General Release and Waiver of Executive’s execution of this Release, includingClaims shall include, without limitation, any and all Claims under any federalrelating to or arising from the Asset Purchase Agreement, statethe Employment Contract, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to ExecutiveCamp’s hire, benefitshiring, employment, association, termination or separation from employment with the Employer Group and Geospatial, including without limitation any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to claims for: (i) any and all claims under breach of contract (whether written or oral, express or implied); (ii) violations of public policy; (iii) negligence; (iv) fraud; (v) intentional or negligent misrepresentation; (vi) wrongful discharge or termination; (vii) estoppel; (viii) impairment of economic opportunity or loss of business opportunity; (ix) interference with contractual relations; (x) intentional infliction of emotional distress; (xi) defamation; (xii) violations of the Employment Retirement Income Security Act of 1974, as amended; (xiii) violations of the Consolidated Omnibus Budget Reconciliation Act; (xiv) employment discrimination, including without limitation, violations of Title VII of the Civil Rights ActAct of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act; the Americans with Disabilities Act, as amended, ; the Pennsylvania Human Relations Act; (xv) violations of the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended ; (with respect to unvested xvi) retaliation; (xvii) workers’ compensation benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, ; (xviii) unlawful employment practices and/or any other federal, state, local or foreign law policies; (statutory, regulatory or otherwisexix) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant terms and conditions of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agencyemployment; (Bxx) claims under state workers’ compensation or unemployment lawswage, salary and bonuses; (Cxxi) indemnification rights Executive has against the Employeremployee benefits, including without limitation, life insurance, disability insurance, and/or profit-sharing; (Dxxii) vacation or leave; (xxiii) pension benefits, retirement benefits, and/or profit sharing; (xxiv) reimbursement of expenses and (xxv) violations of any other claims that cannot be waived by local, state or federal ordinances, statutes or common law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.

Appears in 1 contract

Samples: Settlement Agreement (Geospatial Corp)

General Release and Waiver of Claims. (a) Xxx wishes to be certain that this Agreement will resolve any and all concerns that you might have and therefore requests that you carefully consider its terms, including the release and waiver of claims set forth in the paragraph directly below. This Agreement, which includes the release and waiver of claims set forth below, creates legally-binding obligations. (b) In exchange for the consideration arrangements being provided in Section 6.2(a)to you under this Agreement, (b)to which payments you would not otherwise be entitled, (c), or (d) on your own behalf and that of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s your heirs, executors, representatives, agents, insurers, administrators, successors beneficiaries, personal representatives and assigns (collectively the “Releasors”) irrevocably assigns, and unconditionally fully all others connected with or claiming through you, you hereby release and forever waivedischarge Zai, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors successors, and assigns, and all of their respective officerspast, directorspresent and future partners, associates, principals, employees, shareholdersagents and representatives, and partners, in their corporate and individual capacities all others affiliated and/or associated with Zai (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of Executive’s execution of this Release, including, without limitation, Xxx Xxxxxx) or any Claims under of the foregoing (together, the “Released Parties”), whether acting on behalf of Zai or in their individual capacities, from any federaland all causes of action, staterights, local charges, grievances and claims of any type or foreign lawdescription, that Releasors may known or unknown, accrued or unaccrued, contingent or otherwise, which you have had in the past, now have, have ever had or may in might now have, through the future have arising out ofdate of your signing of this Agreement, or including without limitation any claims in any way related resulting from, arising out of or connected with your employment or any other association with Zai or the cessation thereof (including claims for wrongful discharge), the Employment Agreement, pursuant to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws and statutes (each as amended from time to time) of the state or states in which you have provided services to any member of Zai, or pursuant to any U.S. federal, state or local law, regulation or other requirement (with respect to unvested benefitshereafter collectively, “Claims”), and you hereby waive all such Claims. You agree that this Agreement shall be in complete and final settlement of all such Claims. (c) This Agreement, including the Civil Rights Act general release and waiver of 1991claims set forth in this Section 5, as amendedcreates legally binding obligations and Xxx therefore advises you to consult an attorney before signing this Agreement. In signing this Agreement, Section 1981 you give Xxx assurance that you have signed it voluntarily and with a full understanding of U.S.C. Title 42its terms and that you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement. (d) For the Xxxxxxxx-Xxxxx Act avoidance of 2002doubt, as amended(i) nothing in this Agreement or in the Continuing Obligations limits, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination restricts or in Employment Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and/or any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or foreign law indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (statutoryz) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, regulatory or otherwise) however, that notwithstanding this immunity from liability, you may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived held liable if you unlawfully access trade secrets by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authorityunauthorized means.

Appears in 1 contract

Samples: Option Exercise and Stock Sale (Zai Lab LTD)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a)this Agreement, (b), (c), or (d) of the Employment Agreement (or any portion thereof), Executive on behalf of Executive and Executive’s her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates and each of their respective executives, officers, directors, owners, shareholders and agents (collectively referred to herein as including the “Employer Group”), including each member of the Employer GroupCompany’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, and partners, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Executive’s execution of this ReleaseAgreement, including, without limitation, any Claims claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group Company and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, with respect to existing but not prospective claims, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Genetic Information Nondiscrimination Act of 2008, the California Fair Employment and Housing Act, as amended, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims arising under tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation breach of public policy), defamation, emotional distressan expressed or implied contract, tortious interference with contractcontract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, defamationpromissory estoppel, intentional infliction of emotional distressdetrimental reliance, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements. However, this general release and waiver of claims excludes, and the Executive does not waive, release or discharge discharge, (Ai) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, Commission or other administrative agency, although the Executive waives any right to monetary relief related to such a charge or administrative complaint; and (Bii) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that which cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority such as claims for information provided to any Governmental Authorityunemployment benefit rights and workers' compensation.

Appears in 1 contract

Samples: Severance Agreement (3d Systems Corp)

General Release and Waiver of Claims. a. In exchange for consideration of Employee’s right to receive the consideration provided severance payments and benefits set forth in Section 6.2(aSections [6.1(b), (bd), and (c), or e)]1/[Sections 6.1(d) and the last sentence of 6.2 ]2/[Sections 6.1 (de) and 6.3(y)]3 of the Employment Agreement (or any portion thereof)Agreement, Executive the Employee, on behalf of Executive himself and Executive’s her heirs, executors, administrators, trustees, legal representatives, agents, insurers, administrators, successors and assigns (hereinafter collectively the referred to for purposes of this Section 1 as ReleasorsEmployee) ), hereby agrees to irrevocably and unconditionally fully and forever waive, release and forever discharge the CompanyCompany and its past, each of its subsidiaries present and other corporate future affiliates and each of their respective executivesrelated entities, officersparent and subsidiary corporations, directorsdivisions, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliatesshareholders, predecessors, successors current, former and assigns, and all of their respective future officers, directors, employees, shareholderstrustees, fiduciaries, administrators, executives, agents, representatives, successors and partners, in their corporate and individual capacities assigns (collectively, the “ReleaseesCompany Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of actionsaction, obligations, judgments, rights, fees, damages, debts, obligations, obligations and liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectivelyor nature whatsoever, “Claims”)at law or in equity, whether known or unknown, from existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which she has now or in the beginning future may claim to have against any or all of time the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of Executivethe Employee’s execution of this Release, includingAgreement in any way whatsoever relating to or arising out of Employee’s employment with the Company Released Parties or the termination thereof. Such claims include, without limitation, any Claims claims arising under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to Executive’s hire, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amended, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; Title VII of the Genetic Information Nondiscrimination Civil Rights Act of 20081964, 42 U.S.C. § 2000e et seq.; the California Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq.; the Fair Employment and Housing Credit Reporting Act, as amended, and/or 15 U.S.C. §1681 et seq.; any other federal, statestate or local statutory laws relating to employment, local discrimination in 1 References to be used in connection with a termination without Cause or foreign law (statutoryfor Good Reason or as a result of Disability. 2 References to be used in connection with a termination as a result of death 3 References to be used in connection with a termination as a result of application of Section 6.3. employment, regulatory termination of employment, wages, benefits or otherwise) that may be legally waived and released; and (ii) or any tortother federal, contract and/or quasi-contract lawstate or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company Released Parties; any common law claims, including but not limited to claims actions in tort, defamation and breach of wrongful discharge contract; any claim or damage arising out of Employee’s employment with or separation from the Company Released Parties (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness a claim for retaliation) under any common law theory or any other harm. Howeverfederal, this general release of state or local statute or ordinance not expressly referenced above; and any and all claims excludes, for counsel fees and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authoritycost.

Appears in 1 contract

Samples: Employment Agreement (Cedar Fair L P)

General Release and Waiver of Claims. In exchange for the consideration provided in Section 6.2(a), (b), (c), or (d) of the Employment Agreement (or any portion thereof)Company’s obligations set forth in this Agreement, Executive including but not limited to the arrangements, payments, and benefits described above, to which you acknowledge and agree you would not otherwise receive nor be entitled, you voluntarily, knowingly, willingly, unconditionally, and irrevocably, on behalf of Executive yourself and Executive’s all of your heirs, executors, administrators, beneficiaries, representatives, agentsand assigns, insurers, administrators, successors and assigns (collectively the “Releasors”) irrevocably and unconditionally fully hereby release and forever waive, release and discharge the Company, each of its subsidiaries and other corporate affiliates or affiliated companies, and each of their respective executivespast, present and future officers, directors, ownerstrustees, shareholders and agents (collectively referred to herein as the “Employer Group”), including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directorsshareholders, employees, shareholdersagents, employee benefit plans, general and limited partners, members, managers, investors, joint venturers, representatives, successors, and partners, in their corporate and individual capacities assigns (collectively, the “Company Releasees”) ), both individually and in their official capacities, from any and all charges, complaints, claims, causes of action, rights, liabilities, obligations, promises, agreements, controversies, damages, actions, suits, rights, demands, actionscosts, causes of actions, obligations, judgments, rights, fees, damageslosses, debts, obligations, liabilities and expenses (inclusive of including attorneys’ feesfees and costs actually incurred) of any kind whatsoever (collectivelytype, “Claims”)nature or description, whether in law or equity, known or unknown, suspected or unsuspected, vested or contingent, accrued or yet to accrue, which you ever had in the past, now have, or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of Executive’s execution of time you sign this Agreement (the “Release”). This Release includes, including, without limitationbut is not limited to, any Claims rights or claims in any way related to, connected with or arising out of your employment relationship with the Company, or the cessation of such employment; any claims for unpaid wages, back pay, salary, commissions, bonuses, incentive pay, vacation pay, legal fees, fringe benefits, severance or other compensation; any claims arising under any covenant of good faith and fair dealing, express or implied, or any agreements, contracts, understandings, plans, policies, or promises, express or implied, oral or written, formal or informal, including without limitation your Offer Letter, and any other employment agreements you received and/or executed in connection with your employment relationship with the Company; any tort, including without limitation intentional infliction of emotional distress, defamation, fraud, and breach of duty; any legal restrictions on the right to terminate employees; and any federal, state, local local, or foreign other governmental common law, that Releasors may havestatute, have ever had or may in the future have arising out ofregulation, ordinance, or in any way related to Executive’s hireother requirement, benefits, employment, termination or separation from employment with the Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under including without limitation: Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits)Act of 1964, the Civil Rights Act of 1991, as amended, Section 1981 of U.S.C. Title 42, the Xxxxxxxx-Xxxxx Civil Rights Act of 20021866, as amended, Sections 1981 through 1988 of Title 42 of the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations Act, as amendedUnited States Code, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, as amendedthe Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Genetic Information Nondiscrimination Act of 2008, the Worker and Adjustment Retraining Notification Act, the Equal Pay Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the anti-retaliation provisions of the Fair Labor Standards Act, the anti-retaliation provisions of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514A, also known as the Xxxxxxxx-Xxxxx Act of 2002, or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Occupational Safety and Health Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, the New York State and New York City Human Rights laws, the New York Labor Law, and the New York City Administrative Code, the California Fair Employment and Housing Act, as amended, and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; and (ii) any tort, contract and/or quasi-contract law, including but not limited to claims of wrongful discharge (including wrongful termination in violation of public policy), defamation, emotional distress, tortious interference with contract, breach of the implied covenant of good faith and fair dealing, defamation, intentional infliction of emotional distress, invasion of privacy, violation of public policy, negligence, nonphysical injury, personal injury or sickness or any other harm. However, this general release of claims excludes, and Executive does not waive, release or discharge (A) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, or other administrative agency; (B) claims under state workers’ compensation or unemployment laws; (C) indemnification rights Executive has against the Employer, and/or (D) any other claims that cannot be waived by law. Further, nothing in this Release prevents Executive from making any report to or communication with any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) that is protected by any applicable law (including any applicable whistleblower law) or participating in any investigation or proceeding conducted by any Governmental Authority. This Release does not limit Executive’s right to receive an award from a Governmental Authority for information provided to any Governmental Authority.California ​ ​

Appears in 1 contract

Samples: Axsome Therapeutics, Inc.

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