Common use of General Release and Waiver Clause in Contracts

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 10 contracts

Samples: Employment Agreement (Matador Resources Co), Employment Agreement (Matador Resources Co), Employment Agreement (Matador Resources Co)

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General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act of 1967 (“ADEA”including, without limitation, the Older Workers Benefit Protection Act), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claims under any state statutory or decisional law pertaining to wage payment, wrongful discharge, discrimination, retaliation, breach of contract, breach of public policy, misrepresentation, fraud or defamation, (c) any and all claims under the Genetic Information Nondiscrimination ActIndiana Civil Rights Act and the Indiana wage payment provisions, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or each as amended; (d) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (e) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, (i) any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships and (ii) any and all matters, transactions or things occurring prior to the Employee’s execution of this Release. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to any of Matador(i) the Company’s obligations under this Agreement or post-termination obligations under pursuant to the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 7 contracts

Samples: Employment Agreement (Washington Prime Group, L.P.), Employment Agreement (Washington Prime Group, L.P.), Employment Agreement (Washington Prime Group, L.P.)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act (“ADEA”)of 1967, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), and the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claim under the Genetic Information Nondiscrimination Act, California Fair Employment and Housing Act and any other provision of the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday California Labor Law, the Texas Labor Code or all as amended; (c) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (d) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company or any of its affiliates, or as a result of the termination of such relationships. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any of Matador’s obligations under this Agreement or post-termination obligations provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 5 contracts

Samples: Employment Agreement (Impax Laboratories Inc), Employment Agreement (Impax Laboratories Inc), Employment Agreement (Impax Laboratories Inc)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on EmployeeExecutive’s own behalf and on behalf of EmployeeExecutive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, and liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA’’), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Executive Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, Chapter 21 of the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee Executive further agrees that Employee Executive will not file or permit to be filed on EmployeeExecutive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with EmployeeExecutive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable governmental agency, in connection with any claim Employee Executive believes Employee Executive may have against Matador the Company or its affiliates. However, by executing this AgreementRelease, Employee Executive hereby waives the right to recover in any proceeding Employee Executive may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on EmployeeExecutive’s behalf. This release Release shall not apply to any of Matadorthe Company’s obligations under this Agreement Release or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsincluding Section 6 thereof. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3.. Anything to the contrary contained in this Release notwithstanding, nothing in this Release shall release or adversely affect (i) rights to indemnification and advancement of expenses the Executive has or may have under the bylaws or certificate of incorporation or other governing documents of the Company or any subsidiary or affiliate of the Company or any separate indemnification or similar agreement, or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

Appears in 2 contracts

Samples: Executive Employment Agreement (Sonida Senior Living, Inc.), Executive Employment Agreement (Capital Senior Living Corp)

General Release and Waiver. In consideration (a) Except as expressly set forth in this Section 5.7, upon the Closing hereof, each of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and Sellers (on behalf of Employee’s agents, administrators, representatives, executorsthemselves and their controlled affiliates, successors, heirs, devisees and assigns assigns) and the Consolidated Estate (collectively, the "Releasing Parties") hereby fully releases, remisesremises and acquits Parent, acquits and forever discharges Matador the Purchaser, the Company and all of its their respective affiliates, successors and each of assigns, and their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employeesexecutives, consultants, independent contractors, attorneys, advisers, successors and assigns advisers (in their capacities as such) (collectively, the "Released Parties”), jointly and severally, ") from any and all claims, rightsknown or unknown, which such Releasing Parties have or may have against any of the Released Parties and any and all liabilities which any of the Released Parties may have to such Releasing Parties, in each case arising on or prior to the Closing Date, whether denominated claims, counter-claims, setoffs, recoupment, demands, debts, obligations, losses, causes of action, suitsobligations, controversiesdamages or liabilities arising from any and all bases (all such claims and liabilities, setoffsincluding, affirmative defensesbut not limited to, counterclaimsany and all "claims" (as defined in 11 U.S.C 101(5)) and any claims that were or could have been brought under Chapter 5 of the Bankruptcy Code, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the "Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any ") that each of the Releasing Parties ever have had in has or may have; provided, however, that the past or presently have against release by the Released Parties, and each Releasing Parties hereunder of them, arising from or relating to Employee’s employment with Matador or its affiliates or the termination of that employment Parent or any circumstances related thereto, of its Subsidiaries (other than the Company and its Subsidiary) shall be limited to Claims of a Releasing Party against Parent or any of its Subsidiaries (except as otherwise provided belowother than the Company and its Subsidiaries) to the extent that such Claims relate to the Company or any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII its Subsidiaries. Each of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee Releasing Parties further agrees that Employee such Releasing Party will not assert, prosecute or file or permit to be asserted, prosecuted or filed on Employee’s such Releasing Party's behalf any such claimreleased Claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this This release is for any relief, no matter how denominated, including, but not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”)limited to, injunctive relief, compensatory damages, or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalfpunitive damages. This release shall not apply to any Claims that any of Matador’s the Releasing Parties may have against any Released Party arising from, relating to or in connection with, (i) Parent's or the Purchaser's obligations under pursuant to this Agreement or post-termination obligations under the Employment Agreement, and (ii) any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for matters listed on Schedule 3.9 to the release contained in this Section 3extent amounts are due to the Releasing Parties with respect thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Equivest Finance Inc), Stock Purchase Agreement (Equivest Finance Inc)

General Release and Waiver. (a) In consideration of the payments Separation Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits and forever discharges Matador and all of its affiliatesGNC, and each of the Company Parties (as defined in the Employment Agreement, the singular of which, as used in the Employment Agreement and herein, shall be referred to as a “Company Party”) and all of their respective past, present present, and future subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present, and/or future directors, officers, directorsemployees, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors legal counsel and assigns any other representatives acting on behalf of the Company or any Company Party (collectively, the each a Released PartiesReleasee), jointly and severally, ) from any and all claims, rightsknown or unknown, matured or unmatured, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversiesdamages or liabilities arising from any and all bases, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever however denominated (collectively, the collectively “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”)of 1967, as amended, the Americans with Disabilities ActAct of 1990, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963as amended, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Actas amended, the Civil Rights Act of 1991, as amended, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, as amended, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Genetic Information Nondiscrimination Pennsylvania Business Corporation Law and/or Delaware General Corporation Law, each as applicable and as amended, the Pennsylvania Human Relations Act, the Xxxx Xxxxxxxxx Actas amended, the Texas Commission on Human Rights Act, the Texas Payday Pennsylvania Equal Pay Law, the Texas Labor Code as amended, or any other applicable federalFederal, state state, or local securities, employment statute, law or ordinance, including, without limitationother law, any disability claims under any such laws, claims for wrongful discharge, claims arising under state common law, public policy, contract claims including breach of (whether oral or written, express or implied contractimplied), alleged tortious conductexcept as expressly excluded below, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealingtort law, and any other claims arising under local, state or federal Federal law, as well as regulation or ordinance having any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed bearing whatsoever on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain terms and conditions of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Executive’s employment and/or the release contained in this Section 3cessation thereof.

Appears in 2 contracts

Samples: Separation Agreement and Mutual General Release and Waiver (GNC Holdings, Inc.), Separation Agreement and Mutual General Release and Waiver (GNC Holdings, Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, Chapter 21 of the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable governmental agency, in connection with any claim Employee believes Employee may have against Matador the Company or its affiliates. However, by executing this AgreementRelease, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s behalf. This release Release shall not apply to any of Matadorthe Company’s obligations under this Agreement Release or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3.

Appears in 2 contracts

Samples: Separation Agreement and Release (Capital Senior Living Corp), Employment Agreement (Capital Senior Living Corp)

General Release and Waiver. In exchange for the consideration of to be provided to me under the payments and other consideration provided for in this AgreementAgreement that I am not otherwise entitled to receive, that being good and valuable considerationI, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s myself, my agents, administrators, representatives, executorsassignees, successors, heirs, devisees executors, administrators, beneficiaries, and trustees, hereby generally, finally, completely, irrevocably, unconditionally, release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “"Released Parties"), jointly and severally, from any and all claims, rightsallegations, complaints, proceedings, charges, actions, causes of action, demands, debts, obligationscovenants, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ feescontracts, liabilities and indemnities or damages of any kind nature whatsoever, which Employee had, has or nature whatsoever (collectivelymay have against the Releasees through the date hereof, the “Claims”), whether known or unknown, suspected foreseen or unsuspectedunforeseen, accrued disclosed or unaccruedundisclosed, whether at lawthat arise out of or are in any way related to events, equityacts, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemploymentconduct, or compensatory, punitive or any other kind omissions occurring prior to the signing of damages, which any this Agreement arising out of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador or its affiliates the Company or the termination of that employment (“Claims”). The released claims include, but are not limited to: (1) all Claims arising out of or in any way related to Employee’s employment with the Company or the termination of that employment, including the terms and conditions outlined in the Employment Letter; (2) all Claims related to Employee’s compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any circumstances related theretoother ownership interests in the Company; (3) all Claims for breach of contract, wrongful termination, or (except as otherwise provided below) breach of the implied covenant of good faith and fair dealing, or any other mattercommon law, cause tort, or thing whatsoeverstatutory claim; (4) all federal, including without limitation all claims arising under state, and local statutory claims, including, but not limited to, Claims involving discrimination, harassment, retaliation, attorneys’ fees, or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims any other Claims arising under the federal Civil Rights Act of 1964 (as amended), and the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (“ADEA”as amended), the Employee Retirement Income and Security Act of 1974 (as amended), the Americans with Disabilities Act, Act (as amended), the Family and Medical Leave Act of 1993Act, the Equal Pay Worker Adjustment and Retraining Notification Act of 1963(as amended), the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981Fair Credit Reporting Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act of 2002, the California Fair Housing and Employment Act, and the Genetic Information Nondiscrimination ActCalifornia Labor Code, the Xxxx Xxxxxxxxx Acteach as amended from time to time, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or and any other applicable federal, state or local legislation concerning employment statuteor employment discrimination); and (5) any Claims, law asserted benefits, or ordinance, including, without limitation, any disability claims rights arising by or under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, any alleged tortious conductoral or written contract or agreement for employment or services, claims relating to alleged fraudany Claims arising by or under promissory estoppel, breach of fiduciary duty or detrimental reliance, breach of implied or under any asserted covenant of good faith and fair dealing, and any other claims arising under state or federal lawClaims for defamation, as well as any expensesfraud, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence fraudulent inducement, intentional infliction of emotional distress, or any other provision tortious conduct, including personal injury of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”)any nature and arising from any source or condition, or pursuant to any other comparable agency, in connection with any claim Employee believes Employee may have against Matador applicable employment standards or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission legislation, or in any proceeding brought by the EEOC for severance pay, salary, bonus, commission, incentive, or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement additional compensation, vacation pay, insurance or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 2 contracts

Samples: Employment Agreement (Xencor Inc), Employment Agreement (Xencor Inc)

General Release and Waiver. In consideration of the payments and other consideration provided for or benefits referenced in this Section 8 of the Employment Agreement, that being and for other good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive, on Employee’s own behalf for himself and on behalf of Employee’s agentsfor his heirs, executors, administrators, trustees and legal representatives, executors, successors, heirs, devisees and their respective successors and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its subsidiaries and affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their respective assets, employee benefit plans or funds, or past, present or future directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holders, members, partners, agentsinvestors, employees, consultantslegal representatives, independent contractorsagents or counsel, attorneys, advisers, and their respective successors and assigns assigns, whether acting on behalf of the Company or its subsidiaries or affiliates or, in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date that the Executive executes this Release, and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act of 1967 (“ADEA”including the Older Workers Benefit Protection Act), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act, the Employee Retirement Income Security California Fair Employment and Housing Act, the Xxxxx Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday LawCalifornia Family Rights Act, and the California Labor, Government, and Business and Professions Codes, all as amended; (b) any and all claims arising from or relating to, as applicable, the Texas Labor Code Executive’s service as an officer of the Company or any of its subsidiaries or affiliates and the termination or resignation of such officer positions, or the Executive’s employment with the Company or the termination of such employment; (c) all claims related to the Executive’s compensation or benefits from the Company or the Releasees, including salary, bonuses, commissions, vacation pay, leave pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other applicable federal, state ownership interests in the Company or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, the Releasees; (d) all claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, wrongful termination and breach of fiduciary duty or reliance, breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and any discharge in violation of public policy and all other claims arising under common law; and (f) all federal, state and local statutory or federal lawconstitutional claims, as well as any expensesincluding claims for compensation, costs or discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (referred to collectively as the “Released Claims”). Employee further The Executive expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California, which states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Executive understands the significance of the Executive’s release of unknown claims and waiver of statutory protection against a release of unknown claims. The Executive expressly assumes the risk of such unknown and unanticipated claims and agrees that Employee will not file this Release applies to all Released Claims, whether known, unknown or permit to be filed on Employee’s behalf any such claimunanticipated. Notwithstanding the preceding sentence or any other provision of this Agreementforegoing, this Release does not release is claims that cannot intended to interfere with Employee’s be released as a matter of law, or the right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (the “EEOC”), or any other comparable agencylocal, in connection with any claim Employee believes Employee may have state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against Matador or its affiliatesthe Company. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover monetary recovery, no matter how denominated, including, but not limited to, wages, back pay, front pay, compensatory damages or punitive damages, in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release In addition, this Release shall not apply to (i) the Executive’s rights under any written agreement between the Executive and the Company that provides for indemnification, the Executive’s rights, if any, to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of Matadorthe Company, or the Executive’s obligations under this Agreement or post-termination obligations rights, if any, to indemnification under the Employment Agreement, any vested retirement plan benefits, any vested equity grants by-laws or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain articles of incorporation of the payments Company; or (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 2 contracts

Samples: Executive Employment Agreement (Annie's, Inc.), Executive Employment Agreement (Annie's, Inc.)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act (“ADEA”)of 1967 including the Older Workers Benefits Protection Act, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), and the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claim under the Genetic Information Nondiscrimination Act, California Fair Employment and Housing Act and any other provision of the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday California Labor Law, the Texas Labor Code all as amended, or any other applicable federal, similar state or local employment statutelaws; (c) any claim under any other Federal, state, or local law and any workers’ compensation or ordinancedisability claims under any such laws to the extent such claims are waivable; and (d) any claim for attorneys’ fees, includingcosts, disbursements and/or the like. This Release includes, without limitation, any disability claims under any such laws, claims for wrongful discharge, and all claims arising under state law, contract claims including breach of express from or implied contract, alleged tortious conduct, claims relating to alleged fraudthe Executive’s employment relationship with Company and his service relationship as an officer or director of the Company or any of its affiliates, breach or as a result of fiduciary duty or reliance, breach the termination of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claimrelationships. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, punitive damages, and attorneys’ fees. This Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any of Matador’s obligations under this Agreement or post-termination obligations provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or (iii) any vested retirement plan benefitsright the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any vested equity grants or COBRA continuation coverage benefitsother Releasee, on the other hand, are jointly liable. [The Executive waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of California, to the extent applicable, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO BE MODIFIEDCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Executive hereby acknowledges that certain of the payments foregoing waiver is an essential and benefits provided for in Section 2 material term of this Agreement constitute good and valuable consideration for the release contained in this Section 3Release.

Appears in 2 contracts

Samples: Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Impax Laboratories Inc)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all the Company, each of its subsidiaries, affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims Claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims Claims arising under the Age Discrimination in Employment Act (“ADEA”), the Older Worker Benefit Protection Act, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Families First Coronavirus Response Act, the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims Claims under any such laws, claims Claims for wrongful discharge, claims Claims arising under state law, contract claims Claims including breach of express or implied contract, alleged tortious conduct, claims Claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims Claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claimClaim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s right to file a complaint or charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable governmental agency, in connection with any claim Claims Employee believes Employee may have against Matador or its affiliatesthe Released Parties. However, by executing this AgreementRelease, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s behalf. This release Release shall not apply to to: (a) any of Matadorthe Company’s obligations under this Agreement or post-termination obligations Release, (b) the right to receive benefits under the Employment AgreementCompany’s employee benefits plans, any vested retirement plan which shall be due and payable in accordance with the terms and conditions of such plans, (c) claims for unemployment benefits or workers’ compensation benefits, or (d) rights of indemnification or defense under any vested equity grants directors and officers’ liability insurance or COBRA continuation coverage benefitssimilar insurance, or the Company’s bylaws or organizing documents. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 1 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 32.

Appears in 2 contracts

Samples: Employment Agreement (Cactus, Inc.), Employment Agreement (Cactus, Inc.)

General Release and Waiver. a In consideration of exchange for the payments and other consideration provided for Company’s promises set forth in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on including Employee’s own behalf and on behalf of Employee’s agentsheirs, administrators, representativesexecutors, executorsspouse, if any, successors, heirsestate, devisees representatives and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all of others claiming by or through Employee, voluntarily and knowingly releases the Company, its affiliatesparent companies, and each of their respective pastsubsidiaries, present and future officersdivisions, predecessors, successors, partners, members, directors, shareholdersofficers, equity holders, members, partners, agentstrustees, employees, consultantsstockholders, independent contractorsowners, attorneys, advisersbenefit plans, successors subrogees, insurers, representatives and assigns assigns, whether alleged to have acted in their official capacities or personally (collectively, the “Released Parties”), jointly ) completely and severallyforever, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversiescontracts, setoffspromises, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities or demands of any kind or nature whatsoever (collectivelykind, the “Claims”)which Employee may now have, whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory intentional or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, from the beginning of time to the Effective Date of this Agreement arising out of or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to connection with Employee’s employment with Matador or its affiliates or by and separation from the termination of Company. b Employee understands that employment or any circumstances related theretothis Agreement releases, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims waives and forever discharges liability arising under contract, tort or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinancecommon law, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of contract, fraud, estoppel, misrepresentation, express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant duties of good faith and fair dealing, wrongful discharge, discrimination, retaliation, harassment, negligence, gross negligence, false imprisonment, assault and battery, conspiracy, intentional or negligent infliction of emotional distress, slander, libel, defamation, violation of public policy and invasion of privacy whether arising, occurring, or existing at any time prior to the signing of this Agreement. c Employee understands and agrees that this Agreement covers all claims described in this Paragraph 12, including, but not limited to, any alleged violation of the Civil Rights Act of 1991; Title VII of the Civil Rights Act of 1964, as amended; Americans with Disabilities Act; Employee Retirement Income Security Act; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act; the Fair Labor Standards Act, to the extent permitted by law; the Occupational Safety and Health Act of 1970; Kansas Act Against Discrimination, Kansas Equal Pay Law, Kansas Age Discrimination in Employment Act, Kansas Discrimination Against Military Personnel Act, Kansas Discrimination Against Victims of Domestic Violence or Sexual Assault Act, Kansas’ whistleblower protection laws (including Kan. Stat. Xxx. §§ 39-1403, 39-1432, 44-615 & 44-636), Kansas Minimum Wage and Maximum Hours Law, and Kansas WARN Act; and any other claims federal, state or local civil, labor, pension, wage-hour or human rights law, federal or state public policy, contract or tort law; any claim arising under federal or state or federal common law, as well as including, but not limited to, constructive or wrongful discharge or intentional or negligent infliction of emotional distress; and any expenses, claim for costs or attorneys’ attorney’s fees. d Employee further represents, warrants and agrees that Employee will has received from the Company all wages, vacation pay and benefits, if any, potentially due to him/her pursuant to federal and state law and under Company policy, including any overtime pay if applicable. It is the parties’ intent to release all liability that can legally be released but no more than that. Employee states that Employee is aware of no facts (including any injuries or illnesses) that might lead to his/her filing of a workers’ compensation claim against the Company. This Agreement expressly releases claims under the False Claims Act to the fullest extent permitted by law. To the extent that a court of competent jurisdiction were to conclude that pre-filing releases of claims under the False Claims Act are not file or permit enforceable absent government knowledge of the alleged claims, the parties agree that Employee shall be permitted to be filed on Employee’s behalf participate ln any such claimlegal proceedings under the False Claims Act. Notwithstanding But, Employee specifically waives, to the preceding sentence or fullest extent permitted by law, any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee rights he may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in receive any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSmonetary award from such proceedings.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 2 contracts

Samples: Severance Agreement and Release (Yellow Corp), Severance Agreement and Release (Yellow Corp)

General Release and Waiver. In consideration of the payments Separation Benefits and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, waives, acquits and forever discharges Matador the Company, and all of its affiliatesAffiliates, subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates Affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under Executive’s Initials or relating to his employment, any alleged employment agreement or other agreement, bonuses, any bonus plan, any long term incentive plan, termination from employment, any other claimed payments, employment contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including without limitation all claims arising under any other alleged agreement, the Age Discrimination in Employment Act (“ADEA”)Act, the Americans with Disabilities ActAct of 1990, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx National Labor Relations Act, the Labor Management Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code Commission on Human Rights Act or Chapter 21, any statute or laws of the State of Texas, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, any alleged employment agreement or other agreement, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further Except as required by law, Executive agrees that Employee he will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s behalf employment or separation from employment with the Company (or any such claimAffiliate thereof), any other alleged agreement or any of the matters discharged and released in this Agreement. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with EmployeeExecutive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee Executive believes Employee he may have against Matador the Company or its affiliatesAffiliates. However, by executing this Agreement, Employee Executive hereby waives the right to recover in any proceeding Employee he may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission (or any other agency) on EmployeeExecutive’s behalf. This release shall not apply to the performance of any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits(which shall be subject to COBRA law and regulation) or with respect to Executive’s interest in any vested accrued benefit or account balance under any employee benefit plan subject to the Employment Retirement Income Security Act of 1974, as amended (such as the Company’s 401(k) plan), to which Executive is entitled under terms and conditions of such plan. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits Separation Benefits provided for in Section 2 of this Agreement 3 constitute good and valuable consideration for the release contained in this Section 38.

Appears in 2 contracts

Samples: Executive Employment Agreement (Enbridge Energy Partners Lp), Executive Employment Agreement (Midcoast Energy Partners, L.P.)

General Release and Waiver. In consideration of the payments and other consideration provided for 2.1 Except as expressly set forth in this Agreement, that being good for and valuable considerationin consideration of the mutual covenants set forth herein, the receipt, adequacy and sufficiency of which are acknowledged by Employeehereby excluded from and survive this general release and waiver, EmployeeHolder, on Employee’s his own behalf behalf, and on behalf of Employee’s his respective grantees, agents, administratorsspouses, representativeschildren, executorsbeneficiaries, successors, attorneys, heirs, devisees devisees, trustees, assigns, attorneys, entities in which Holder has an interest, and assigns any other person claiming through or on behalf of him (collectively, the “Releasing Parties”) ), hereby fully fully, irrevocably and unconditionally releases, remisesacquits, acquits and forever discharges Matador and all of its affiliates, AKDS and each of their respective pastits direct or indirect parents, wholly or majority- owned subsidiaries, affiliated and related entities, predecessors, successors and assigns, partners, privities, and any of its present and future former directors, officers, directorsemployees, shareholders, equity holders, members, partners, agents, employeesalter egos, consultants, independent contractorsrepresentatives, attorneys, advisersaccountants, successors insurers, receivers, heirs, executors, administrators, conservators, and assigns all persons acting by, through, under or in concert with it, or any of them (collectively, the collectively “Released Parties”), jointly and severally, ) from any and all claims, rights, demands, debts, obligations, lossesmanner of actions, causes of action, complaints, claims, demands, liens, suits, obligations, controversies, setoffscontracts, affirmative defensesagreements, counterclaimspromises, third party actions, damagescharges, penalties, losses, debts, costs, expenses, attorneys’ fees, expenses, damages, judgments, orders, and liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”)whatever kind, whether in law or in equity, now known or unknown, suspected or unsuspected, accrued fixed or unaccruedcontingent, and whether or not concealed, latent or hidden, which have existed or may have existed, or which do exist or which hereafter can, shall, or may exist, whether at contractual, common law, equitystatutory, administrativefederal, statutory state, or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, which Holder or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently could have against AKDS or the Released Parties, and each of them, arising from or Parties relating to Employee’s employment with Matador or its affiliates the Note, the Purchase Agreement or the termination of that employment or any circumstances related theretoNote Obligations (collectively, or (the “Released Claims”). Holder and the Releasing Parties hereby acknowledge and agree that, except as otherwise provided below) expressly set forth in this Agreement, the Released Parties have no other liabilities or obligations, of any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under owed to the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agencyReleasing Parties, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives relating to the right to recover in any proceeding Employee may bring before the EEOC Released Claims or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSotherwise.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 2 contracts

Samples: Debt Settlement Agreement and Release (Arkados Group, Inc.), Debt Settlement Agreement and Release (Arkados Group, Inc.)

General Release and Waiver. (a) In consideration of the payments Separation Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits and forever discharges Matador and all of its affiliatesGNC, and each of the Company Parties (as defined in the Employment Agreement, the singular of which, as used in the Employment Agreement and herein, shall be referred to as a “Company Party”) and all of their respective past, present present, and future subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present, and/or future directors, officers, directorsemployees, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors legal counsel and assigns any other representatives acting on behalf of the Company or any Company Party (collectively, the each a Released PartiesReleasee), jointly and severally, ) from any and all claims, rightsknown or unknown, matured or unmatured, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversiesdamages or liabilities arising from any and all bases, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever however denominated (collectively, the collectively “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”)of 1967, as amended, the Americans with Disabilities ActAct of 1990, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963as amended, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Actas amended, the Civil Rights Act of 1991, as amended, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, as amended, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Xxxxxxxx-Xxxxx Act of 2002, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Genetic Information Nondiscrimination Pennsylvania Business Corporation Law and/or Delaware General Corporation Law, each as applicable and as amended, the Pennsylvania Human Relations Act, the Xxxx Xxxxxxxxx Actas amended, the Texas Commission on Human Rights Act, the Texas Payday Pennsylvania Equal Pay Law, the Texas Labor Code as amended, or any other applicable federalFederal, state state, or local securities, employment statute, law or ordinance, including, without limitationother law, any disability claims under any such laws, claims for wrongful discharge, claims arising under state common law, public policy, contract claims including breach of (whether oral or written, express or implied contractimplied), alleged tortious conductexcept as expressly excluded below, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealingtort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of the Executive’s employment and/or the cessation thereof. (b) Notwithstanding the foregoing, this Release shall not apply to: (i) the Company’s obligations to provide the Executive with the severance payments and benefits to which the Executive is entitled under this Release, as set forth in Exhibit A to this Release, in accordance with its terms and conditions; (ii) the Company’s and/or its insurers’ obligation(s) to provide the Executive indemnification, defense, advancement or reimbursement of expenses to which the Executive is or would be entitled under applicable public law, the Company’s indemnification pursuant to any provisions of the Company’s, Holdings’, or any of their respective Affiliates’ certificate of incorporation, bylaws, or other governing documents, any contract, or any directors and officers liability insurance policies maintained by or for the benefit of any of the foregoing; (iii) any vested, nonforfeitable benefits to which the Executive may be entitled pursuant to any “employee pension benefit plan” (as such term is defined under ERISA) or the Plan (and the individual grant agreements applicable to the Executive thereunder) maintained by the Company from time to time during the period of the Executive’s employment with the Company in which the Executive has participated and under which the Executive has accrued and become vested in any benefits; or (iv) claims for compensation for injuries that are subject to and compensable solely under the Workers Compensation Law (all items referenced in clauses (i) through (iv) herein, collectively, “Excluded Claims”). This Release covers any and all claims arising under state from or federal lawrelating to the Executive’s employment relationship with the Company and all other of the Executive’s service relationships with Holdings and each of its Affiliates, including as well as a result of the termination of such relationships. The Executive further agrees, promises and covenants that, to the maximum extent permitted by law neither the Executive, nor any expensesperson, costs organization, or attorneys’ fees. Employee further agrees that Employee other entity acting on the Executive’s behalf has filed or will not file file, charged or will charge, claimed or will claim, sued or will xxx, or caused or will cause or permitted or will permit to be filed on Employee’s behalf filed, charged or claimed, any such claimaction for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees with respect to any Claims other than Excluded Claims. Notwithstanding the preceding sentence or This Release covers any other provision of this Agreementrelief, this release is no matter how denominated, including, but not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”)limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliatespunitive damages. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS5.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Separation Agreement and Mutual General

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for herself and for her heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act of 1967 (“ADEA”including, without limitation, the Older Workers Benefit Protection Act), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claims under any state statutory or decisional law pertaining to wage payment, wrongful discharge, discrimination, retaliation, breach of contract, breach of public policy, misrepresentation, fraud or defamation, (c) any and all claims under the Genetic Information Nondiscrimination ActIndiana Civil Rights Act and the Indiana wage payment provisions, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or each as amended; (d) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (e) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, (i) any and all claims arising from or relating to the Executive’s employment relationship with Company and her service relationship as an officer or director of the Company, or as a result of the termination of such relationships and (ii) any and all matters, transactions or things occurring prior to the Employee’s execution of this Release. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee she believes Employee she may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to any of Matador(i) the Company’s obligations pursuant to the Severance Benefits Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under this Agreement any applicable insurance policy with respect to any liability the Executive incurred or post-termination obligations under the Employment Agreementmight incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 1 contract

Samples: Severance Benefits Agreement (Washington Prime Group Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on EmployeeExecutive’s own behalf and on behalf of EmployeeExecutive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, and liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Executive Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, Chapter 21 of the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee Executive further agrees that Employee Executive will not file or permit to be filed on EmployeeExecutive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with EmployeeExecutive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable governmental agency, in connection with any claim Employee Executive believes Employee Executive may have against Matador the Company or its affiliates. However, by executing this AgreementRelease, Employee Executive hereby waives the right to recover in any proceeding Employee Executive may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on EmployeeExecutive’s behalf. This release Release shall not apply to any of Matadorthe Company’s obligations under this Agreement Release or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsincluding Section 7 thereof. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3. Anything to the contrary contained in this Release notwithstanding, nothing in this Release shall release or adversely affect (i) rights to indemnification and advancement of expenses the Executive has or may have under the bylaws or certificate of incorporation or other governing documents of the Company or any subsidiary or affiliate of the Company or any separate indemnification or similar agreement, or as an insured under any director’s and officer’s liability insurance policy now or previously in force; (ii) any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; (iii) vested rights under benefit plans, which rights shall be governed by the terms of such plans; or (iv) rights granted to Executive related to or arising out of the purchase or ownership of equity of the Company and any related award or similar agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Capital Senior Living Corp)

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s her own behalf and on behalf of Employee’s her agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “ Executive Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, its parent and all of its affiliates, subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employeesexecutives, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to her employment, the Employment Agreement, bonuses, any bonus plan, any long term incentive plan, any equity, incentive compensation, her termination from employment, any other claimed payments, employment contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Employment Agreement, the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act of 2002, the Occupational Safety and Health Act; the Employee Polygraph Protection Act; the Uniform Services and Employment and Re-Employment Rights Act; the Worker Adjustment Retraining Notification Act; the Xxxxx Xxxxxxxxx Act; the Genetic Information and Nondiscrimination Act; the Employment Non-Discrimination Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Indiana Civil Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state lawlibel, contract claims including slander, breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, breach of the Employment Agreement and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees; provided however, Executive specifically does not release any rights under the Age Discrimination in Employment Act arising after the Effective Date of this Agreement, any claims to enforce this Agreement, or any claims which Executive is precluded from waiving by operation of law. Employee further Except as required by law, Executive agrees that Employee she will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s behalf employment or separation from employment with the Company, the Employment Agreement or any such claimof the matters discharged and released in this Agreement. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with EmployeeExecutive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee Executive believes Employee she may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee Executive hereby waives the right to recover in any proceeding Employee she may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission (or any other agency) on EmployeeExecutive’s behalf. This release shall not apply to any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsbenefits or any employee benefit plan subject to the Employment Retirement Income Security Act of 1974, as amended, in which Executive has vested. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Agreement, including, without limitation, the Company release set forth in Paragraph 4, constitute good and valuable consideration for the release contained in this Section Paragraph 3.

Appears in 1 contract

Samples: Separation Agreement and Release (Supreme Industries Inc)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for herself and for her heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act of 1967 (“ADEA”including, without limitation, the Older Workers Benefit Protection Act), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claims under any state statutory or decisional law pertaining to wage payment, wrongful discharge, discrimination, retaliation, breach of contract, breach of public policy, misrepresentation, fraud or defamation, (c) any and all claims under the Genetic Information Nondiscrimination ActIndiana Civil Rights Act and the Indiana wage payment provisions, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or each as amended; (d) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (e) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, (i) any and all claims arising from or relating to the Executive’s employment relationship with Company and her service relationship as an officer or director of the Company, or as a result of the termination of such relationships and (ii) any and all matters, transactions or things occurring prior to the Employee’s execution of this Release. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee she believes Employee she may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to any of Matador(i) the Company’s obligations under this Agreement or post-termination obligations under pursuant to the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 1 contract

Samples: Employment Agreement (Washington Prime Group, L.P.)

General Release and Waiver. In consideration of the payments Separation Benefits and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (individually, “Releasing Party”, and collectively, the “Releasing Parties”) hereby fully releases, remises, waives, acquits and forever discharges Matador the Company, the Company’s owners, parents, subsidiaries, and all of its affiliatesAffiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, owners, employee benefit plans and associated plan fiduciaries, consultants, advisors, independent contractors, attorneys, advisersrepresentatives, successors and assigns (individually, “Released Party”, and collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (individually, “Claim”, and collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other Executive’s initials kind of damages, which any of the Releasing Parties ever have had in the past or presently have against any of the Released Parties, and each of them, Parties arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates Affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to his employment, any alleged employment agreement or other agreement, bonuses, any bonus plan, any long term incentive plan, termination from employment, any other claimed payments, employment contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including without limitation all claims arising under any other alleged agreement, the Age Discrimination in Employment Act (“ADEA”)Act, the Americans with Disabilities ActAct of 1990, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx National Labor Relations Act, the Labor Management Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code Commission on Human Rights Act or Chapter 21, any statute or laws of the State of Texas, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, any alleged employment agreement or other agreement, and any other claims arising under state or federal law, as well as any expenses, costs or and attorneys’ fees. Employee further Except as required by law, Executive agrees that Employee he will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s behalf any such claim. Notwithstanding employment or separation from employment with the preceding sentence Company (or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”Affiliate thereof), or other comparable agency, any of the matters discharged and released in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to (i) the performance of any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, (ii) any vested retirement plan benefitsrights to indemnification or directors’ and officers’ insurance coverage, any vested equity grants or COBRA continuation coverage benefits(which shall be subject to COBRA law and regulation), (iii) Executive’s interest in any vested accrued benefit or account balance under any employee benefit plan subject to the Employment Retirement Income Security Act of 1974, as amended (such as the Company’s 401(k) plan) to which Executive is entitled under terms and conditions of such plan, or (iv) equity incentive awards (excluding any unvested stock options that are subject to Section 2.5(e) of the Executive’s initials Employment Agreement) that were granted to the Executive and are outstanding on the Termination Date, which equity incentive awards shall remain subject to the terms and conditions of their applicable award agreements and any associated plans. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits Separation Benefits provided for in Section 2 of this Agreement 3 constitute good and valuable consideration for the release contained in this Section 38.

Appears in 1 contract

Samples: Executive Employment Agreement (Enbridge Inc)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s Executive's own behalf and on behalf of Employee’s Executive's agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the "Releasing Parties") hereby fully releases, remises, acquits and forever discharges Matador the Company, and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the "Released Parties"), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys' fees, and liabilities and indemnities of any kind or nature whatsoever (collectively, the "Claims"), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s Executive's employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act ("ADEA''), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Executive Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, Chapter 21 of the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys' fees. Employee Executive further agrees that Employee Executive will not file or permit to be filed on Employee’s Executive's behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s Executive's right to file a charge with the Equal Employment Opportunity Commission (the "EEOC"), or other comparable governmental agency, in connection with any claim Employee Executive believes Employee Executive may have against Matador the Company or its affiliates. However, by executing this AgreementRelease, Employee Executive hereby waives the right to recover in any proceeding Employee Executive may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s Executive's behalf. This release Release shall not apply to any of Matador’s the Company's obligations under this Agreement Release or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsincluding Section 6 thereof. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3.. Anything to the contrary contained in this Release notwithstanding, nothing in this Release shall release or adversely affect (i) rights to indemnification and advancement of expenses the Executive has or may have under the bylaws or certificate of incorporation or other governing documents of the Company or any subsidiary or affiliate of the Company or any separate indemnification or similar agreement, or as an insured under any director's and officer's liability insurance policy now or previously in force;

Appears in 1 contract

Samples: Executive Employment Agreement (Capital Senior Living Corp)

General Release and Waiver. In consideration of either the payments and other Release Payment or the Partial Release Payment – either of which the Consultant acknowledges is sufficient consideration provided for the release contained in this Agreement, that being good and valuable consideration, Section 5.2 – the receipt, adequacy and sufficiency of which are acknowledged by Employee, EmployeeConsultant, on Employeethe Consultant’s own behalf and on behalf of Employeethe Consultant’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, Pro Fit Optix, Inc. and all of its affiliates, any of their affiliates and each any and all of any of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against any of the Released Parties, and each of them, arising from or relating to Employeethe Employment Agreement entered into by the Consultant and Pro Fit Optix, Inc. on September 6, 2011, the Consultant’s employment with Matador any of the Released Parties, any prior employment or its affiliates or other position held by the termination Consultant with any of that employment the Released Parties, or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employmentany actions of any of the Released Parties, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act, the Racketeer Influenced and Corrupt Organizations Act, the Employee Retirement Income Security Act (“ADEA”)of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Patient Protection and Affordable Care Act, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Texas Labor Code, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Fair Labor Code Standards Act, or any other applicable federal, state or local employment statute, law or ordinance, all as amended, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, breach of fiduciary duties and any other claims arising under state state, federal or federal local law, including, but not limited to intentional infliction of emotional distress, as well as any expenses, costs or attorneys’ fees. Employee The Consultant further agrees that Employee the Consultant will not file or permit to be filed on Employeethe Consultant’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employeethe Consultant’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), ) or other comparable agency, any state or local human rights commission or participate in any governmental proceeding in connection with any claim Employee the Consultant believes Employee the Consultant may have against Matador or its affiliatesany of the Released Parties. However, by executing this Agreement, Employee the Consultant hereby waives the right to recover in any proceeding Employee the Consultant may bring before the EEOC or any state or local human rights commission or in any proceeding brought by the EEOC or any state or local human rights commission on Employeethe Consultant’s behalf. This Notwithstanding anything to the contrary in this Agreement, this release shall not apply to any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee The Consultant acknowledges that certain of the payments and benefits provided for in Section 2 5.1 of this Agreement constitute good and valuable consideration for the release contained in this Section 35.2. This Agreement shall not in any way be construed as an admission by either Party of any acts of wrongdoing, violation of any statute, law or legal or contractual right.

Appears in 1 contract

Samples: Consulting Agreement (PFO Global, Inc.)

General Release and Waiver. (a) In consideration of receipt of the payments and other consideration provided for in this Agreement and the Change in Control Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employeethe Executive, Employeethe Executive, on Employeethe Executive’s own behalf and on behalf of Employeethe Executive’s agents, administrators, representatives, executors, successors, heirs, dependents, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, holds harmless, remises, acquits and forever discharges Matador the Company, Parent and all of its their respective affiliates, and each of their the foregoing entities’ respective past, present and future officers, directors, shareholders, equity holdersmembers, membersmanagers, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties have ever have had in the past or presently have against any of the Released Parties, and each of them, up to and including the date that the Executive signs this Agreement, including all such Claims arising from or relating to Employeethe Executive’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contractscontracts (including any employment agreements), employee benefits or purported employment discrimination (of any kind) or harassment or violations of civil rights of whatever kind or nature, including without limitation including: (i) all claims Claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974 (“ERISA”), the WARN Act and state equivalents, the Xxxxxxxx-Xxxxx Act of 0000, xxxxx xxxxxxx, xxxxx, xxxxxxxxx or local anti-discrimination or anti-retaliation law, including the Colorado Anti-Discrimination Act, the Genetic Information Nondiscrimination Actany xxxxxxx, the Xxxx Xxxxxxxxx Actxxxxx, the Texas Commission on Human Rights Actxxxxxxxxx or local wage and hour law, the Texas Payday Law, the Texas Labor Code or any other applicable federallocal, state municipal, state, or local employment statutefederal law, law regulation or ordinance, including, without limitation, any disability claims (ii) all Claims arising under any such lawspublic policy, claims or any contract, tort, or common law Claim, including Claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contractfiduciary duty, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty implied or relianceexpress contract, breach of implied covenant of good faith and fair dealing, and wrongful discharge or termination, promissory estoppel, infliction of emotional distress, or tortious interference; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, any Claim; or (iv) any Claim, whether direct or derivative, arising from, or relating to, the Executive’s status as a member or holder of any equity or other interests in the Company, the Parent, or any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ feesReleased Party. Employee The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claimClaim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employeethe Executive’s right to file a charge with government agencies such as the Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board (“NLRB”) or other comparable agency, the Securities and Exchange Commission (“SEC”) in connection with any claim Employee the Executive believes Employee it may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee the Executive hereby waives the right to recover from any Released Party in any proceeding Employee the Executive may bring before such agency, including the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release shall not apply Nothing herein prevents the Executive from receiving an award for information provided to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSa governmental agency.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Change in Control Agreement (Liberty Oilfield Services Inc.)

General Release and Waiver. In consideration of receipt of the payments and other consideration provided for Termination Payment referenced in this the Separation Agreement, that being and for other good and valuable consideration, the receiptExecutive, adequacy for herself and sufficiency of which are acknowledged by Employeefor her heirs, Employee, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, trustees and legal representatives, executors, successors, heirs, devisees and their respective successors and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its subsidiaries and affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their respective assets, employee benefit plans or funds, or past, present or future directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holders, members, partners, agentsinvestors, employees, consultantslegal representatives, independent contractorsagents or counsel, attorneys, advisers, and their respective successors and assigns assigns, whether acting on behalf of the Company or its subsidiaries or affiliates or, in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date that the Executive executes this Release, and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related theretoand all bases, or (except as otherwise provided below) any other matter, cause or thing whatsoeverhowever denominated, including without limitation all claims arising under or relating but not limited to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), a) the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act, the Employee Retirement Income Security California Fair Employment and Housing Act, the Xxxxx Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday LawCalifornia Family Rights Act, and the California Labor, Government, and Business and Professions Codes, all as amended; (b) any and all claims arising from or relating to, as applicable, the Texas Labor Code Executive’s service as an officer of the Company or any of its subsidiaries or affiliates and the termination or resignation of such officer positions, or the Executive’s employment with the Company or the termination of such employment; (c) all claims related to Executive’s compensation or benefits from the Company or the Releasees, including salary, bonuses, commissions, vacation pay, leave pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other applicable federal, state ownership interests in the Company or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, the Releasees; (d) all claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, wrongful termination and breach of fiduciary duty or reliance, breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and any discharge in violation of public policy and all other claims arising under common law; and (f) all federal, state and local statutory or federal lawconstitutional claims, as well as any expensesincluding claims for compensation, costs or discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (referred to collectively as the “Released Claims”). Employee further The Executive expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California, which states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Executive understands the significance of Executive’s release of unknown claims and waiver of statutory protection against a release of unknown claims. Executive expressly assumes the risk of such unknown and unanticipated claims and agrees that Employee will not file this Release applies to all Released Claims, whether known, unknown or permit to be filed on Employee’s behalf any such claimunanticipated. Notwithstanding the preceding sentence or any other provision of this Agreementforegoing, this Release does not release is claims that cannot intended to interfere with Employee’s be released as a matter of law, or the right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (the “EEOC”), or any other comparable agencylocal, in connection with any claim Employee believes Employee may have state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against Matador or its affiliatesthe Company. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover monetary recovery, no matter how denominated, including, but not limited to, wages, back pay, front pay, compensatory damages or punitive damages, in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release In addition, this Release shall not apply to: (a) the Executive’s rights under California Labor Code Section 2802 or any written agreement between the Executive and the Company that provides for indemnification, the Executive’s rights, if any, to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of Matadorthe Company, or the Executive’s obligations under this Agreement or post-termination obligations rights, if any, to indemnification under the Employment Agreement, any vested retirement plan benefits, any vested equity grants by-laws or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain articles of incorporation of the payments Company; and benefits provided (b) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for in Section 2 of this Agreement constitute good which the Executive, on the one hand, and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 1 contract

Samples: Transition and Separation Agreement (Annie's, Inc.)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for herself and for her heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of the Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act (“ADEA”)of 1967 including the Older Workers Benefits Protection Act, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), and the Xxxxxxxx-Xxxxx Act of 2002, all as amended; (b) any claim under the California Fair Employment and Housing Act and any other provision of the California employment law, all as amended, the Pennsylvania Human Relations Act, and any other provision of the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code Pennsylvania employment law as amended or any other applicable federal, similar state or local employment statutelaws; (c) any claim under any other Federal, state, or local law and any workers’ compensation or ordinancedisability claims under any such laws to the extent such claims are waivable; and (d) any claim for attorneys’ fees, includingcosts, disbursements and/or the like. The Release includes, without limitation, any disability claims under any such laws, claims for wrongful discharge, and all claims arising under state law, contract claims including breach of express from or implied contract, alleged tortious conduct, claims relating to alleged fraudthe Executive’s employment relationship with Company and her service relationship as an officer or director of the Company or any of its affiliates, breach or as a result of fiduciary duty or reliance, breach the termination of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claimrelationships. Notwithstanding the preceding sentence or any other provision of this Agreementthe Release, this release the Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee she believes Employee she may have against Matador or its affiliatesany Releasee. However, by executing this Agreementthe Release, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release The Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, punitive damages, and attorneys’ fees. The Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any of Matador’s obligations under this Agreement or post-termination obligations provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or (iii) any vested retirement plan benefitsright the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any vested equity grants or COBRA continuation coverage benefitsother Releasee, on the other hand, are jointly liable. [The Executive waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of California, to the extent applicable, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO BE MODIFIEDCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Executive hereby acknowledges that certain the foregoing waiver is an essential and material term of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3Release.

Appears in 1 contract

Samples: Employment Agreement (Impax Laboratories Inc)

General Release and Waiver. In consideration of the payments Severance Payments and other consideration provided for in this Agreement and the Separation Agreement, that being good and valuable consideration, the receipt, adequacy adequacy, and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees devisees, and assigns (individually, “Releasing Party,” and collectively, the “Releasing Parties”) hereby fully releases, remises, acquits waives, acquits, and forever discharges Matador the Company, all of the Company’s predecessors, successors, parents, subsidiaries, divisions, Affiliates, partners, and related companies (including Xxxx Xxxx and any of its subsidiaries) and all of its affiliates, and each of their respective past, present and future officersformer assigns, agents, directors, shareholders, equity holders, members, partners, agentsofficers, employees, managers, executives, consultants, independent contractorscommittees, insurers, employee benefit committees, fiduciaries, executors, administrators, donors, volunteers, vendors, representatives, and attorneys, advisersand all persons and entities acting by, successors through, under, or in concert or privity with any of the individuals or entities referenced above (individually, “Released Party” and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities liabilities, and indemnities of any kind or nature whatsoever (individually, “Claim,” and collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory statutory, or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive punitive, or any other kind of damages, which any of the Releasing Parties ever have had in the past past, or presently have has or may have, against any of the Released Parties, and each of them, Parties arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates Affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause cause, or thing whatsoever, including without limitation limitation, all claims arising under or relating to employmenthis employment or termination thereof, any type of alleged employment agreement or other agreement, bonuses, any bonus plan, any long term incentive plan, right to purchase or actual purchase of any shares of stock or other equity interests of the Company or any of its Affiliates, any other claimed payments, employment contracts, employee benefits or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature. This release includes, including without limitation all limitation, (1) law or equity claims, (2) contract (express or implied) or tort claims, (3) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act, as amended, the Family and Medical Leave Americans with Disabilities Act Amendments Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 19732008, Title VII of the United States 1964 Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Employee Polygraph Protection Act, the Xxxx Xxxxxxxxx Worker Adjustment and Retraining Notification Act, the Texas Commission on Human Rights Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act, the Texas Payday LawGenetic Information and Nondiscrimination Act of 2008, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, Texas Labor Code civil rights laws, all amendments to any of these above-referenced laws, or any other applicable federal, state state, or local employment statutelaws of any jurisdiction, (4) claims under any other federal, state, local, municipal, or statutory or common law whistleblower protection, discrimination, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, (5) claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”)ERISA, or (6) any and all other comparable agency, statutory or common law claims related to Executive’s employment or separation from employment. Executive acknowledges and is specifically waiving all claims to the Outstanding Equity and 2019 Equity Award (as each are defined in connection with the Separation Agreement). This release does not release any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives claims that the right law does not permit Executive to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalfrelease. This release shall not apply to (a) the performance of any of Matador’s the obligations of (i) the Company under this Agreement or post-termination obligations the Separation Agreement, (ii) Xxxx Xxxx Holdings, LP under the Employment Separation Agreement, any vested retirement plan benefitsor (iii) Xxxx Xxxx Resources, any vested equity grants or Inc. (“AMR”) under the Indemnity Agreement between AMR and Executive, (b) Executive’s right to elect COBRA continuation coverage benefits(which shall be subject to COBRA law and regulation) or (c) with respect to Executive’s interest in any vested accrued benefit or account balance under any employee benefit plan subject to ERISA to which Executive is entitled under the terms and conditions of such plan. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Severance Payments constitute good and valuable consideration for the release contained in this Section 39.

Appears in 1 contract

Samples: Separation Agreement (Alta Mesa Resources, Inc. /DE)

General Release and Waiver. In consideration of the payments Severance Payments and other consideration provided for in this Agreement and the Separation Agreement, that being good and valuable consideration, the receipt, adequacy adequacy, and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees devisees, and assigns (individually, “Releasing Party,” and collectively, the “Releasing Parties”) hereby fully releases, remises, acquits waives, acquits, and forever discharges Matador the Company, all of the Company’s predecessors, successors, parents, subsidiaries, divisions, Affiliates, partners, and related companies (including Xxxx Xxxx and any of its subsidiaries) and all of its affiliates, and each of their respective past, present and future officersformer assigns, agents, directors, shareholders, equity holders, members, partners, agentsofficers, employees, managers, executives, consultants, independent contractorscommittees, insurers, employee benefit committees, fiduciaries, executors, administrators, donors, volunteers, vendors, representatives, and attorneys, advisersand all persons and entities acting by, successors through, under, or in concert or privity with any of the individuals or entities referenced above (individually, “Released Party” and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities liabilities, and indemnities of any kind or nature whatsoever (individually, “Claim,” and collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory statutory, or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive punitive, or any other kind of damages, which any of the Releasing Parties ever have had in the past past, or presently have has or may have, against any of the Released Parties, and each of them, Parties arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates Affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause cause, or thing whatsoever, including without limitation limitation, all claims arising under or relating to employmenthis employment or termination thereof, any type of alleged employment agreement or other agreement, bonuses, any bonus plan, any long term incentive plan, right to purchase or actual purchase of any shares of stock or other equity interests of the Company or any of its Affiliates, any other claimed payments, employment contracts, employee benefits or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature. This release includes, including without limitation all limitation, (1) law or equity claims, (2) contract (express or implied) or tort claims, (3) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, hostile work environment, or retaliation (including, without limitation, the Age Discrimination in Employment Act (“ADEA”)of 1967, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act, as amended, the Family and Medical Leave Americans with Disabilities Act Amendments Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 19732008, Title VII of the United States 1964 Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Employee Polygraph Protection Act, the Xxxx Xxxxxxxxx Worker Adjustment and Retraining Notification Act, the Texas Commission on Human Rights Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act, the Texas Payday LawGenetic Information and Nondiscrimination Act of 2008, Section 1558 of the Patient Protection and Affordable Care Act of 2010, the Consolidated Omnibus Budget Reconciliation Act of 1985, Texas Labor Code civil rights laws, all amendments to any of these above-referenced laws, or any other applicable federal, state state, or local employment statutelaws of any jurisdiction, (4) claims under any other federal, state, local, municipal, or statutory or common law whistleblower protection, discrimination, wrongful discharge, anti-harassment, or anti-retaliation statute or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, (5) claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”)ERISA, or (6) any and all other comparable agency, in connection with statutory or common law claims related to Executive’s employment or separation from employment. This release does not release any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives claims that the right law does not permit Executive to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalfrelease. This release shall not apply to the performance of any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Separation Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits(which shall be subject to COBRA law and regulation) or with respect to Executive’s interest in any vested accrued benefit or account balance under any employee benefit plan subject to ERISA to which Executive is entitled under the terms and conditions of such plan. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Severance Payments constitute good and valuable consideration for the release contained in this Section 39.

Appears in 1 contract

Samples: Separation Agreement (Alta Mesa Holdings, LP)

General Release and Waiver. In consideration of the payments and other consideration provided for 2.1 Except as expressly set forth in this Agreement, that being good for and valuable considerationin consideration of the mutual covenants set forth herein, the receipt, adequacy and sufficiency of which are acknowledged by Employeehereby excluded from and survive this general release and waiver, Employeeeach Holder, on Employee’s his own behalf behalf, and on behalf of Employee’s his respective grantees, agents, administratorsspouses, representativeschildren, executorsbeneficiaries, successors, attorneys, heirs, devisees devisees, trustees, assigns, attorneys, entities in which Holder has an interest, and assigns any other person claiming through or on behalf of him (collectively, the “Releasing Parties”) ), hereby fully fully, irrevocably and unconditionally releases, remisesacquits, acquits and forever discharges Matador and all of its affiliates, RCRT and each of their respective pastits direct or indirect parents, wholly or majority- owned subsidiaries, affiliated and related entities, predecessors, successors and assigns, partners, privities, and any of its present and future former directors, officers, directorsemployees, consultants, shareholders, equity holders, members, partners, agents, employeesalter egos, consultants, independent contractorsrepresentatives, attorneys, advisersaccountants, successors insurers, receivers, heirs, executors, administrators, conservators, and assigns all persons acting by, through, under or in concert with it, or any of them (collectively, the collectively “Released Parties”), jointly and severally, ) from any and all claims, rights, demands, debts, obligations, lossesmanner of actions, causes of action, complaints, claims, demands, liens, suits, obligations, controversies, setoffscontracts, affirmative defensesagreements, counterclaimspromises, third party actions, damagescharges, penalties, losses, debts, costs, expenses, attorneys’ fees, expenses, damages, judgments, orders, and liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”)whatever kind, whether in law or in equity, now known or unknown, suspected or unsuspected, accrued fixed or unaccruedcontingent, and whether or not concealed, latent or hidden, which have existed or may have existed, or which do exist or which hereafter can, shall, or may exist, whether at contractual, common law, equitystatutory, administrativefederal, statutory state, or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, which Holder or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently could have against RCRT or the Released Parties, and each Parties relating to any matters of them, any kind arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including but not limited to, the Notes, the Purchase Agreements or the Note Obligations (collectively, the “Released Claims”) or relating to Employee’s employment with Matador or its affiliates or . Holder and the termination of that employment or any circumstances related theretoReleasing Parties hereby acknowledge and agree that, or (except as otherwise provided below) expressly set forth in this Agreement, the Released Parties have no other liabilities or obligations, of any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under owed to the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agencyReleasing Parties, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives relating to the right to recover in any proceeding Employee may bring before the EEOC Released Claims or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSotherwise.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Debt Settlement Agreement and Release (Recruiter.com Group, Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s Executive's own behalf and on behalf of Employee’s Executive's agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the "Releasing Parties") hereby fully releases, remises, acquits and forever discharges Matador the Company, and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the "Released Parties"), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys' fees, and liabilities and indemnities of any kind or nature whatsoever (collectively, the "Claims"), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s Executive's employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act ("ADEA''), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Executive Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, Chapter 21 of the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys' fees. Employee Executive further agrees that Employee Executive will not file or permit to be filed on Employee’s Executive's behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s Executive's right to file a charge with the Equal Employment Opportunity Commission (the "EEOC"), or other comparable governmental agency, in connection with any claim Employee Executive believes Employee Executive may have against Matador the Company or its affiliates. However, by executing this AgreementRelease, Employee Executive hereby waives the right to recover in any proceeding Employee Executive may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s Executive's behalf. This release Release shall not apply to any of Matador’s the Company's obligations under this Agreement Release or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsincluding Section 6 thereof. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3.. Anything to the contrary contained in this Release notwithstanding, nothing in this Release shall release or adversely affect (i) rights to indemnification and advancement of expenses the Executive has or may have under the by laws or certificate of incorporation or other governing documents of the Company or any subsidiary or affiliate of the Company or any separate indemnification or similar agreement, or as an insured under any director's and officer's liability insurance policy now or previously in force;

Appears in 1 contract

Samples: Executive Employment Agreement (Capital Senior Living Corp)

General Release and Waiver. (a) In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employeethe Executive, Employeethe Executive, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employeethe Executive’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contractscontracts (including the Employment Agreement), employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. In addition, this release is not intended to interfere with the Executive’s right to challenge that his waiver of any and all ADEA claims pursuant to this Agreement is a knowing and voluntary waiver, notwithstanding the Executive’s specific representation that he has entered into this Agreement knowingly and voluntarily. This release shall not apply to any obligation of Matador’s obligations under the Company or its affiliates pursuant to this Agreement or post-termination obligations under the Employment Agreement, or any vested retirement benefit to which the Executive is entitled under any tax qualified pension plan benefitsof the Company or its affiliates, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSbenefits or any other similar benefits required to be provided by statute.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Separation Agreement (Carbo Ceramics Inc)

General Release and Waiver. In consideration of the payments Consulting Fee and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeConsultant, EmployeeConsultant, on EmployeeConsultant’s own behalf and on behalf of EmployeeConsultant’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, its parent and all of its affiliates, subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeConsultant’s employment with Matador the Company or its affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, from the beginning of time and up to and including the date of this Agreement’s execution. This release includes, without limitation all claims Claims arising under or relating to Consultant’s employment, employment bonuses, any bonus plan, options, any long-term incentive plan, Consultant’s termination from employment, any claimed payments, contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including including, without limitation limitation, all claims Claims arising under the Age Discrimination in Employment Act (“ADEA”)Act, the Americans with Disabilities Act, Act of 1990 as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx National Labor Relations Act, the Texas Commission on Human Rights Labor Management Relations Act, the Texas Payday LawFair Labor Standards Act, the Texas Labor Code Occupational Safety and Health Act, the Employee Polygraph Protection Act, any statute or laws of the State of Texas, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims Claims under any such laws, claims Claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, dealing and any other claims Claims arising under local, state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further Except as required by law, Consultant agrees that Employee she will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Consultant’s behalf employment or separation from employment with the Company or any such claimof the matters discharged and released in this Agreement. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with EmployeeConsultant’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee Consultant believes Employee she may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee Consultant hereby waives the right to recover in any proceeding Employee she may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission (or any other agency) on EmployeeConsultant’s behalf. This release shall not apply to any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested agreement relating to equity grants or that were vested on the Separation Date, COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLEany employee benefit plan subject to the Employee Retirement Income Security Act of 1974, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain as amended, in which Consultant has vested or any claim for indemnification to which Consultant is entitled under the Certificate of Incorporation or By-Laws of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3Company.

Appears in 1 contract

Samples: Consulting Agreement and Release (Tuesday Morning Corp/De)

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General Release and Waiver. In consideration of the payments Separation Benefits and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s her own behalf and on behalf of Employee’s her agents, administrators, representatives, executors, successors, heirs, devisees and assigns (individually, “Releasing Party”, and collectively, the “Releasing Parties”) hereby fully releases, remises, waives, acquits and forever discharges Matador the Company, the Company’s owners, parents, subsidiaries, and all of its affiliatesAffiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, owners, employee benefit plans and associated plan fiduciaries, consultants, advisors, independent contractors, attorneys, advisersrepresentatives, successors and assigns (individually, “Released Party”, and collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (individually, “Claim”, and collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against any of the Released Parties, and each of them, Parties arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates Affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to her employment, any alleged employment agreement or other agreement, bonuses, any bonus plan, any long term incentive plan, termination from employment, any other claimed payments, employment contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including without limitation all claims arising under any other alleged agreement, the Age Discrimination in Employment Act (“ADEA”)Act, the Americans with Disabilities ActAct of 1990, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx National Labor Relations Act, the Labor Management Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code Commission on Human Rights Act or Chapter 21, any statute or laws of the State of Texas, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract ________Executive’s initials B-3 or reliance, breach of implied covenant of good faith and fair dealing, any alleged employment agreement or other agreement, and any other claims arising under state or federal law, as well as any expenses, costs or and attorneys’ fees. Employee further agrees that Employee will For greater certainty, but not file or permit so as to be filed on Employee’s behalf limit in any such claim. Notwithstanding way the preceding sentence or any other provision scope of this AgreementSection 8, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (Releasing Party hereby fully releases, remises, waives, acquits and forever discharges the “EEOC”)Released Parties, or other comparable agencyjointly and severally, in connection with from any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.all claims:

Appears in 1 contract

Samples: Employment Agreement (Enbridge Inc)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act (“ADEA”)of 1967, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claim under the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on New York State Human Rights Act, the Texas Payday Law, the Texas Labor Code or New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law, Sections 201-c (adoptive parent leave) and 740 (whistle blower statute), all as amended; (c) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (d) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any of Matador’s obligations under this Agreement or post-termination obligations provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company including, without limitation, the Executive’s rights under Sections 4 and benefits provided 7 of the Employment Agreement; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for in Section 2 of this Agreement constitute good which the Executive, on the one hand, and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 1 contract

Samples: Employment Agreement (Iconix Brand Group, Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, EmployeeJxxxxxx, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador Noble and all of its affiliates, and each of their respective past, past and present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s Jxxxxxx’x employment with Matador Noble or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the XxxxxxxxSxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee Jxxxxxx further agrees that Employee Jxxxxxx will not file or permit to be filed on Employee’s Jxxxxxx’x behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s Jxxxxxx’x right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador Noble or its affiliates. However, by executing this Agreement, Employee Jxxxxxx hereby waives the right to recover in any proceeding Employee Jxxxxxx may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s Jxxxxxx’x behalf. This release shall not apply to any of MatadorNoble’s obligations under this Agreement or post-termination obligations under the Employment Agreement, or any vested retirement plan benefits401(k), any or vested equity grants or continuing benefits to which Jxxxxxx is entitled under this Agreement, COBRA continuation coverage benefits, indemnification to which Jxxxxxx may be entitled, or any other similar benefits required to be provided by statute. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Jxxxxxx acknowledges that certain of the payments and benefits provided for in Section Paragraph 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3Paragraph 4.

Appears in 1 contract

Samples: Separation Agreement and Release (Noble Corp)

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeContractor and Xxxxxxx, EmployeeContractor and Xxxxxxx, on Employee’s their own behalf and on behalf of Employee’s their officers, directors, shareholders, equity holders, agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releasesrelease, remisesremise, acquits acquit and forever discharges discharge Matador and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeContractor’s employment and Xxxxxxx’x engagement with Matador or its affiliates or the termination of that employment engagement or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee Contractor and Xxxxxxx further agrees agree that Employee they will not file or permit to be filed on Employee’s their behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with EmployeeContractor’s and Xxxxxxx’x right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee Contractor and Xxxxxxx believe they may have against Matador or its affiliates. However, by executing this Agreement, Employee Contractor and Xxxxxxx hereby waives waive the right to recover in any proceeding Employee they may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s their behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Contractor Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges Contractor and Xxxxxxx acknowledge that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Independent Contractor Agreement (Matador Resources Co)

General Release and Waiver. In consideration of the payments Severance Payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on EmployeeExecutive’s own behalf and on behalf of EmployeeExecutive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, its parent and all of its affiliates, subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to Executive’s employment, the Employment Agreement (or any prior employment agreement or other agreement), bonuses, any bonus plan, options, any long term incentive plan, Executive’s termination from employment, any claimed payments, contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Employment Agreement, the Age Discrimination in Employment Act (“ADEA”)Act, the Americans with Disabilities Act, Act of 1990 as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Employment Non-Discrimination Act, the Texas Commission on Human Rights National Labor Relations Act, the Texas Payday LawLabor Management Relations Act, the Texas Fair Labor Code Standards Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, any statute or laws of the State of New York, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, breach of the Employment Agreement (or any prior employment agreement or other agreement), and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further Except as required by law, Executive agrees that Employee he will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s behalf employment or separation from employment with the Company, the Employment Agreement, or any such claimof the matters discharged and released in this Agreement. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with EmployeeExecutive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee Executive believes Employee he may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee Executive hereby waives the right to recover in any proceeding Employee he may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission (or any other agency) on EmployeeExecutive’s behalf. This release shall not apply to any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsbenefits or any employee benefit plan subject to the Employment Retirement Income Security Act of 1974, as amended, in which Executive has vested. [TO BE MODIFIEDAnything to the contrary notwithstanding, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain nothing herein shall release the Company or any other of the payments Released Parties from any claims or damages based on (i) any right the Executive may have to enforce this Release or the provisions of the Employment Agreement which survive a termination of employment, (ii) any right or claim that arises after the date this Release is executed, (iii) any right the Executive may have to vested or accrued benefits or entitlements under any applicable plan, agreement, program, award, policy or arrangement of the Company, (iv) the Executive’s right to indemnification and benefits provided advancement of expenses in accordance with applicable laws and/or the certificate of incorporation and by-laws of the Company, or any applicable insurance policy or (v) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for in Section 2 of this Agreement constitute good which the Executive, on the one hand, and valuable consideration for the release contained in this Section 3Company or any other Released Party, on the other hand, are jointly liable.

Appears in 1 contract

Samples: Executive Employment Agreement (Alliqua, Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company and all of its subsidiaries, affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims Claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims Claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims Claims under any such laws, claims Claims for wrongful discharge, claims Claims arising under state law, contract claims Claims including breach of express or implied contract, alleged tortious conduct, claims Claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims Claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claimClaim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s right to file a complaint or charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable governmental agency, in connection with any claim Claims Employee believes Employee may have against Matador or its affiliatesthe Released Parties. However, by executing this AgreementRelease, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s behalf. This release Release shall not apply to to: (a) any of Matadorthe Company’s obligations under this Agreement or post-termination obligations Release, (b) in respect of the right to receive benefits under the Employment AgreementCompany’s employee benefits plans, any vested retirement plan which shall be due and payable in accordance with the terms and conditions of such plans, (c) claims for unemployment benefits or workers’ compensation benefits, or (d) rights of indemnification or defense under any vested equity grants directors and officers’ liability insurance or COBRA continuation coverage benefitssimilar insurance, or the Company’s bylaws or organizing documents. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Severance Agreement (Jones Energy, Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for (i) Except as expressly set forth in this Agreement, that being good for and valuable considerationin consideration of the mutual covenants set forth herein, which are hereby excluded from and survive this general release and waiver, the receipt, adequacy and sufficiency of which are acknowledged by Employee, EmployeePurchaser, on Employee’s his own behalf behalf, and on behalf of Employee’s his respective grantees, agents, administratorsspouses, representativeschildren, executorsbeneficiaries, successors, attorneys, heirs, devisees devisees, trustees, assigns, attorneys, entities in which the Purchaser has an interest, and assigns any other person claiming through or on behalf of him (collectively, the “Releasing Parties”) ), hereby fully fully, irrevocably and unconditionally releases, remisesacquits, acquits and forever discharges Matador and all of its affiliates, the Company and each of their respective pastits direct or indirect parents, wholly or majority- owned subsidiaries, affiliated and related entities, predecessors, successors and assigns, partners, privities, and any of its present and future former directors, officers, directorsemployees, shareholders, equity holders, members, partners, agents, employeesalter egos, consultants, independent contractorsrepresentatives, attorneys, advisersaccountants, successors insurers, receivers, heirs, executors, administrators, conservators, and assigns all persons acting by, through, under or in concert with it, or any of them (collectively, the collectively “Released Parties”), jointly and severally, ) from any and all claims, rights, demands, debts, obligations, lossesmanner of actions, causes of action, complaints, claims, demands, liens, suits, obligations, controversies, setoffscontracts, affirmative defensesagreements, counterclaimspromises, third party actions, damagescharges, penalties, losses, debts, costs, expenses, attorneys’ fees, expenses, damages, judgments, orders, and liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”)whatever kind, whether in law or in equity, now known or unknown, suspected or unsuspected, accrued fixed or unaccruedcontingent, and whether or not concealed, latent or hidden, which have existed or may have existed, or which do exist or which hereafter can, shall, or may exist, whether at contractual, common law, equitystatutory, administrativefederal, statutory state, or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, which the Purchaser or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently could have against the Company or the Released Parties, and each of them, arising from or Parties relating to Employee’s employment with Matador or its affiliates the Note or the termination of that employment or any circumstances related theretoNote Obligations (collectively, or (the “Released Claims”). The Purchaser and the Releasing Parties hereby acknowledge and agree that, except as otherwise provided below) expressly set forth in this Agreement, the Released Parties have no other liabilities or obligations, of any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under owed to the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agencyReleasing Parties, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives relating to the right to recover in any proceeding Employee may bring before the EEOC Released Claims or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSotherwise.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arkados Group, Inc.)

General Release and Waiver. In consideration of the payments and other consideration provided for in this AgreementRelease, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on Employee’s Executive's own behalf and on behalf of Employee’s Executive's agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the "Releasing Parties") hereby fully releases, remises, acquits and forever discharges Matador the Company, and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the "Released Parties"), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys' fees, and liabilities and indemnities of any kind or nature whatsoever (collectively, the "Claims"), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s Executive's employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act ("ADEA''), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Executive Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, Chapter 21 of the Texas Commission on Human Rights ActLabor Code, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys' fees. Employee Executive further agrees that Employee Executive will not file or permit to be filed on Employee’s Executive's behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s Executive's right to file a charge with the Equal Employment Opportunity Commission (the "EEOC"), or other comparable governmental agency, in connection with any claim Employee Executive believes Employee Executive may have against Matador the Company or its affiliates. However, by executing this AgreementRelease, Employee Executive hereby waives the right to recover in any proceeding Employee Executive may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s Executive's behalf. This release Release shall not apply to any of Matador’s the Company's obligations under this Agreement Release or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefitsincluding Section 6 thereof. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Executive acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement Release constitute good and valuable consideration for the release contained in this Section 3. Anything to the contrary contained in this Release notwithstanding, nothing in this Release shall release or adversely affect (i) rights to indemnification and advancement of expenses the Executive has or may have under the bylaws or certificate of incorporation or other governing documents of the Company or any subsidiary or affiliate of the Company or any separate indemnification or similar agreement, or as an insured under any director's and officer's liability insurance policy now or previously in force; (ii) any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; (iii) vested rights under benefit plans, which rights shall be governed by the terms of such plans; or (iv) rights granted to Executive related to or arising out of the purchase or ownership of equity of the Company and any related award or similar agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Capital Senior Living Corp)

General Release and Waiver. In consideration of the payments Equity Grants and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeExecutive, EmployeeExecutive, on EmployeeExecutive’s own behalf and on behalf of EmployeeExecutive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, its parent and all of its affiliates, subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to EmployeeExecutive’s employment with Matador the Company or its affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, from the beginning of time and up to and including the date of this Agreement’s execution. This release includes, without limitation all claims Claims arising under or relating to Executive’s employment, employment bonuses, any bonus plan, options, any long term incentive plan, Executive’s termination from employment, any claimed payments, contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including including, without limitation limitation, all claims Claims arising under the Age Discrimination in Employment Act (“ADEA”)Act, the Americans with Disabilities Act, Act of 1990 as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx National Labor Relations Act, the Texas Commission on Human Rights Labor Management Relations Act, the Texas Payday LawFair Labor Standards Act, the Texas Labor Code Occupational Safety and Health Act, the Employee Polygraph Protection Act, any statute or laws of the State of New York, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims Claims under any such laws, claims Claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, dealing and any other claims Claims arising under local, state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further Except as required by law, Executive agrees that Employee he will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s behalf employment or separation from employment with the Company or any such claimof the matters discharged and released in this Agreement. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with EmployeeExecutive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee Executive believes Employee he may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee Executive hereby waives the right to recover in any proceeding Employee he may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission (or any other agency) on EmployeeExecutive’s behalf. This release shall not apply to any of Matadorthe Company’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefitsthe Stock Options, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLEany employee benefit plan subject to the Employee Retirement Income Security Act of 1974, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain as amended, in which Executive has vested or any claim for indemnification to which Executive is entitled under the Certificate of Incorporation or By-Laws of the payments and benefits provided for in Company or under Section 2 607.0850 of this Agreement constitute good and valuable consideration for the release contained in this Section 3Florida Business Corporation Act.

Appears in 1 contract

Samples: Transition Agreement and Release (Alliqua, Inc.)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act of 1967 (“ADEA”including, without limitation, the Older Workers Benefit Protection Act), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claims under any state statutory or decisional law pertaining to wrongful discharge, discrimination, retaliation, breach of contract, breach of public policy, misrepresentation, fraud or defamation, (c) any and all claims under the Genetic Information Nondiscrimination ActIndiana Civil Rights Act and the Indiana wage payment provisions, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or each as amended; (d) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (e) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, (i) any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships and (ii) any and all matters, transactions or things occurring prior to the Employee’s execution of this Release. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to any of Matador(i) the Company’s obligations under this Agreement or post-termination obligations under pursuant to Section 2(b)(vii), Section 4 and Section 5(b) of the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 1 contract

Samples: Employment Agreement (Washington Prime Group Inc.)

General Release and Waiver. (a) In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employeethe Executive, Employeethe Executive, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employeethe Executive’s employment with Matador the Company or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador the Company or its affiliates. However, by executing this Agreement, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. In addition, this release is not intended to interfere with the Executive’s right to challenge that his waiver of any and all ADEA claims pursuant to this Agreement is a knowing and voluntary waiver, notwithstanding the Executive’s specific representation that he has entered into this Agreement knowingly and voluntarily. This release shall not apply to (i) any obligation of Matador’s obligations under the Company or its affiliates pursuant to this Agreement or post-termination obligations under the Employment Agreement, or any vested retirement benefit to which the Executive is entitled under any tax qualified pension plan benefitsof the Company or its affiliates, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIEDbenefits or any other similar benefits required to be provided by statute, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain (ii) indemnification rights provided under the Company’s Certificate of Incorporation or the General Corporation Law of the payments State of Delaware or (iii) indemnification rights under any applicable Director and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Officer insurance policies held by the release contained in this Section 3Company.

Appears in 1 contract

Samples: Separation Agreement (Carbo Ceramics Inc)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act (“ADEA”)of 1967 including the Older Workers Benefits Protection Act, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), and the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claim under the Genetic Information Nondiscrimination Act, California Fair Employment and Housing Act and any other provision of the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday California Labor Law, the Texas Labor Code all as amended, or any other applicable federal, similar state or local employment statutelaws; (c) any claim under any other Federal, state, or local law and any workers’ compensation or ordinancedisability claims under any such laws to the extent such claims are waivable; and (d) any claim for attorneys’ fees, includingcosts, disbursements and/or the like. This Release includes, without limitation, any disability claims under any such laws, claims for wrongful discharge, and all claims arising under state law, contract claims including breach of express from or implied contract, alleged tortious conduct, claims relating to alleged fraudthe Executive’s employment relationship with Company and his service relationship as an officer or director of the Company or any of its affiliates, breach or as a result of fiduciary duty or reliance, breach the termination of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claimrelationships. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, punitive damages, and attorneys’ fees. This Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any of Matador’s obligations under this Agreement or post-termination obligations provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any other Releasee, on the other hand, are jointly liable. The Executive waives and relinquishes all rights and benefits provided for in afforded by Section 2 1542 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.Civil Code of California, to the extent applicable, which provides as follows:

Appears in 1 contract

Samples: Employment Agreement (Impax Laboratories Inc)

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, Act as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan plan, benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Separation Agreement and Release (Matador Resources Co)

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations under the Employment Agreement, any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 35.

Appears in 1 contract

Samples: Separation Agreement and Release (Matador Resources Co)

General Release and Waiver. In consideration of the severance payments and other consideration provided for in this the Employment Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, Employee, on Employee’s own behalf and on behalf of Employee’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company and all of its affiliates, and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s employment with Matador the Company or its affiliates Affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Colorado Anti-Discrimination Act (CADA), the Colorado Minimum Wage Order, the Colorado Labor Relations Act, the Texas Commission on Human Rights Colorado Labor Peace Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment statute, law or ordinance, including, without limitation, any disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary A-1 duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further agrees that Employee will not file or permit to be filed on Employee’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employee’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable governmental agency, in connection with any claim Employee believes Employee may have against Matador the Company or its affiliatesAffiliates. However, by executing this AgreementRelease, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission other governmental agency or in any proceeding brought by the EEOC or any state human rights commission other governmental agency on Employee’s behalf. This release Release shall not apply to any of Matadorthe Company’s obligations under this Agreement Release or post-termination obligations under the Employment Agreement, nor shall it apply to any vested retirement plan benefits, any vested equity grants or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain of the payments and benefits provided Company’s obligations under its charter documents, rights under the Colorado Employment Security Act (CESA) or any claim for in Section 2 violation of this Agreement constitute good and valuable consideration for the release contained in this Section 3Colorado Wage Act.

Appears in 1 contract

Samples: Advanced Emissions (Advanced Emissions Solutions, Inc.)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rightsknown or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, debts, obligations, losses, causes of action, suitsobligations, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, damages or liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating any and all bases, however denominated, including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising claim under the Age Discrimination in Employment Act (“ADEA”)of 1967, the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Xxxxxxxx-Xxxxx ActAct of 2002, all as amended; (b) any claim under the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on New York State Human Rights Act, the Texas Payday Law, the Texas Labor Code or New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law, Sections 201-c (adoptive parent leave) and 740 (whistle blower statute), all as amended; (c) any claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws, claims ; and (d) any claim for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees, costs, disbursements and/or the like. Employee This Release includes, without limitation, any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships. The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, this release Release is not intended to interfere with Employeethe Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador or its affiliatesany Releasee. However, by executing this AgreementRelease, Employee the Executive hereby waives the right to recover in any proceeding Employee the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employeethe Executive’s behalf. This release Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any of Matador’s obligations under this Agreement or post-termination obligations provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, any vested retirement plan benefits, any vested equity grants officer or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain director of the payments Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for Company or any other Releasee, on the release contained in this Section 3other hand, are jointly liable.

Appears in 1 contract

Samples: Employment Agreement (Iconix Brand Group, Inc.)

General Release and Waiver. In consideration of the payments Termination Benefits, and for other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency receipt of which are acknowledged by Employeeis hereby acknowledged, Employeethe Executive for himself and for his heirs, on Employee’s own behalf and on behalf of Employee’s agentsexecutors, administrators, representativestrustees, executors, successors, heirs, devisees legal representatives and assigns (collectively, the “Releasing PartiesReleasors) ), hereby fully releases, remises, and acquits the Company and forever discharges Matador its affiliates and all of its affiliates, and each of their respective past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, directorsfiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, equity holdersinvestors, membersemployees, partnerslegal representatives, agents, employeescounsel and assigns, consultantswhether acting on behalf of the Company or its affiliates or, independent contractors, attorneys, advisers, successors and assigns in their individual capacities (collectively, the “Released PartiesReleasees” and each a “Releasee), jointly and severally, ) from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory contingent or otherwisenon-contingent, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive not concealed or any other kind of damageshidden, which any of the Releasing Parties ever Releasors have had in the past or presently may have against any Releasee arising on or prior to the Released Partiesdate of this Release and any and all liability which any such Releasee may have to any Releasor(s), and each whether denominated claims, demands, causes of themaction, obligations, damages or liabilities arising from or relating any and all bases, however denominated (collectively, “Claims”), including but not limited to Employee’s employment with Matador or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided belowa) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising Claim under the Age Discrimination in Employment Act of 1967 (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Acts Act of 1866 and/or 18711866, the Xxxxxxxx-Xxxxx Equal Pay Act, the Genetic Information Nondiscrimination ActImmigration Reform and Control Act of 1986, the Xxxx Xxxxxxxxx ActEmployee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company (other than any severance plan), subject to the terms and conditions of such plan and applicable law), the Texas Commission on Sxxxxxxx-Xxxxx Act of 2002, all as amended; (b) any Claim under the New York State Human Rights Act, the Texas Payday Law, the Texas Labor Code or New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law, Sections 201-c (adoptive parent leave) and 740 (whistle blower statute), all as amended; (c) any Claim under any other applicable federalFederal, state state, or local employment statute, law and any workers’ compensation or ordinance, including, without limitation, any disability claims under any such laws; and (d) any claim for attorneys’ fees, claims costs, disbursements and/or the like. This Release includes, without limitation, any and all Claims arising from or relating to (i) the Employment Agreement, (ii) the Executive’s employment relationship with Company or his service relationship with the Company or any of its affiliates as an officer or director or in any other capacity, or the termination of any of the foregoing relationships, (iii) the terms and conditions (including all wages, benefits and other compensation) of the Executive’s employment with or his service as an officer, director, member, manager or otherwise of the Company or any of its affiliates, (iv) the Executive’s investment in the Company or any of its affiliates, (v) severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit or disability, and (vi) all common law Claims, including, but not limited to, Claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conductdefamation, claims relating to alleged fraudinterference with contractual/prospective contractual relations, invasion of privacy, promissory estoppel, negligence, breach of fiduciary duty or reliance, breach of implied the covenant of good faith and fair dealing, fraud, infliction of emotional distress, wrongful discharge, punitive damages, and any other claims arising common law Claims under state the laws of any jurisdiction. Notwithstanding the foregoing, this Release shall not apply to any Claims (i) in respect of any obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits; (ii) relating to the Executive’s express rights to indemnification from the Company or federal coverage under any applicable directors’ and officers’ liability insurance policy, including, without limitation, the Executive’s express rights under Section 7 of the Employment Agreement; or (iii) that cannot be released as a matter of law, as well as any expenses, costs or attorneys’ fees. Employee The Executive further agrees that Employee the Executive will not file or permit to be filed on Employeethe Executive’s behalf (or join, or accept any such claimrelief in) any lawsuit against any of the Releasees pleading or asserting any Claims released hereunder. If the Executive breaches this promise, and the action is found to be barred in whole or in part by this Release, the Executive agrees to pay the reasonable attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Releasee in defending against those Claims that are found to be barred by this Release, and the Company’s obligation to provide the Termination Benefits shall immediately cease and any portion of the Termination Benefits previously paid or provided shall be immediately repayable; provided, however, that in all cases, this Release shall continue to be fully effective and enforceable. Notwithstanding the preceding sentence or any other provision of this AgreementRelease, nothing in this Release precludes the Executive from challenging the validity of the release above under the requirements of the ADEA, and the Executive shall not be responsible for reimbursing the attorneys’ fees and costs of the Releasees in connection with such a challenge to the validity of the release, nor shall the payment of the Termination Benefits cease or be repayable in the event of such a challenge. However, the Executive acknowledges that this Release applies to all Claims the Executive has under the ADEA, and that, unless this Release is held to be invalid, all of the Executive’s Claims under the ADEA shall be extinguished by his signing of this Release. In addition, nothing in this Release shall preclude or prevent the Executive from filing a charge with, participating in an investigation by or proceeding before, communicating with, or providing truthful information to any governmental agency, entity or self-regulatory organization, including, but not intended limited to, the United States Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General or other government agency (individually, a “Governmental Agency,” and collectively, the “Governmental Agencies”), but the Executive acknowledges and agrees that the Executive shall not seek or accept any relief obtained on his behalf in any proceeding by any Governmental Agency, private party, class, or otherwise with respect to interfere with Employeeany Claims covered by the general release above (except that this Release does not limit the Executive’s right to file receive a charge with bounty or reward or award for information provided to any Governmental Agency). Furthermore, if any Claim is not subject to release, to the Equal Employment Opportunity Commission (extent permitted by applicable law, the “EEOC”)Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Releasees is a party. Nothing in this Release or otherwise shall prohibit the Executive from reporting possible violations of federal law or regulation to any Governmental Agency, or making other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the right to recover in any proceeding Employee may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any of Matador’s obligations under this Agreement or post-termination obligations disclosures that are protected under the Employment Agreement, whistleblower provisions of any vested retirement plan benefits, applicable law or regulation (it being understood that Executive does not need the prior authorization of Company to make any vested equity grants such reports or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTSdisclosures or to notify Company that Executive has made such reports or disclosures).] Employee acknowledges that certain of the payments and benefits provided for in Section 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3.

Appears in 1 contract

Samples: Employment Agreement (Iconix Brand Group, Inc.)

General Release and Waiver. In consideration of the payments Separation Payment, the Consulting Fee and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by EmployeeConsultant, EmployeeConsultant, on EmployeeConsultant’s own behalf and on behalf of EmployeeConsultant’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador the Company, its parent and all of its affiliates, subsidiaries and each of their respective past, present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employeethe Employment Agreement, Consultant’s employment with Matador the Company or its affiliates or the termination of that employment relationship or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, from the beginning of time and up to and including the date of this Agreement’s execution. This release includes, without limitation limitation, all claims Claims arising under or relating to Consultant’s employment, employment bonuses, any bonus plan, options, any long-term incentive plan, Consultant’s termination from employment, any claimed payments, contracts, employee benefits or bonuses or purported employment discrimination discrimination, retaliation, wrongdoing or violations of civil rights of whatever kind or nature, including including, without limitation limitation, all claims Claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Americans with Disabilities Act, Act of 1990 as amended, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Employee Retirement Income Security Act of 1974, the Immigration Reform and Control Act, the Older Workers Benefit Protection Act, the Uniformed Services Employment and Re-Employment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx ActAct of 2002, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx National Labor Relations Act, the Texas Commission on Human Rights Labor Management Relations Act, the Texas Payday LawFair Labor Standards Act, the Texas Labor Code Occupational Safety and Health Act, the Employee Polygraph Protection Act, any statute or laws of the State of Texas, or any other applicable federal, state or local employment whistleblower, discrimination or anti-retaliation statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims Claims under any such laws, claims Claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, dealing and any other claims Claims arising under local, state or federal law, as well as any expenses, costs or attorneys’ fees. Employee further Except as required by law, Consultant agrees that Employee he will not file commence, maintain, initiate, or permit prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to be filed on Employeecommence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or claim before any court, agency or tribunal against the Company arising from, concerned with, or otherwise relating to, in whole or in part, Consultant’s behalf any such claim. Notwithstanding employment or separation from employment with the preceding sentence Company or any other provision of the matters discharged and released in this Agreement. This release does not affect Consultant’s right to benefits under the terms of any employee benefit plan in which he participated while employed by the Company, this release is not intended to interfere with Employee’s continuation coverage benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), his right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, in connection with any claim Employee believes Employee may have against Matador or its affiliates. However, by executing this Agreement, Employee hereby waives the his right to recover in any proceeding Employee may bring before enforce the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s behalf. This release shall not apply to any terms of Matador’s obligations under this Agreement or post-termination obligations under the Employment Indemnification Agreement, any vested retirement plan benefitsclaim for indemnification to which Consultant is entitled under Indemnification Agreement, any vested equity grants the Company’s directors and officers liability insurance or COBRA continuation coverage benefits. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee acknowledges that certain under the Certificate of Incorporation or By-Laws of the payments and benefits provided for in Section 2 Company, or any right which as a matter of this Agreement constitute good and valuable consideration for the release contained in this Section 3law may not be waived.

Appears in 1 contract

Samples: Consulting Agreement and Release (Tuesday Morning Corp/De)

General Release and Waiver. In consideration of the payments and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Employee, EmployeeXxxxxxxx, on Employee’s his own behalf and on behalf of Employee’s his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Matador Noble and all of its affiliates, and each of their respective past, past and present and future officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Employee’s Xxxxxxxx’x employment with Matador Noble or its affiliates or the termination of that employment or any circumstances related thereto, or (except as otherwise provided below) any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, as amendedAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Xxxxxxxx-Xxxxx Act, the Genetic Information Nondiscrimination Act, the Xxxx Xxxxxxxxx Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, claims arising under state law, contract claims including breach of express or implied contract, alleged tortious conduct, claims relating to alleged fraud, breach of fiduciary duty contract or reliance, breach of implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Employee Xxxxxxxx further agrees that Employee Xxxxxxxx will not file or permit to be filed on Employee’s Xxxxxxxx’x behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Employee’s Xxxxxxxx’x right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), or other comparable agency, ) in connection with any claim Employee he believes Employee he may have against Matador Noble or its affiliates. However, by executing this Agreement, Employee Xxxxxxxx hereby waives the right to recover in any proceeding Employee Xxxxxxxx may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Employee’s Xxxxxxxx’x behalf. This release shall not apply to any of MatadorNoble’s obligations under this Agreement or post-termination obligations under the Employment Agreement, or any vested retirement plan benefits401(k), any or vested equity grants or continuing benefits to which Xxxxxxxx is entitled under this Agreement, COBRA continuation coverage benefits, indemnification to which Xxxxxxxx may be entitled, or any other similar benefits required to be provided by statute. [TO BE MODIFIED, IF APPLICABLE, FOR OTHER SURVIVING ARRANGEMENTS.] Employee Xxxxxxxx acknowledges that certain of the payments and benefits provided for in Section Paragraph 2 of this Agreement constitute good and valuable consideration for the release contained in this Section 3Paragraph 4.

Appears in 1 contract

Samples: Separation Agreement and Release (Noble Corp)

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