General Release; Covenant Not to Sue Sample Clauses

General Release; Covenant Not to Sue. (a) In consideration of, among other things, Xxxxxx's execution and delivery of this Agreement, Borrower hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the "Claims"), that Borrower now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Lender, and each of its affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between Borrower, on the one hand, and Lender, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the equity holders of Xxxxxxxx, on the one hand, and Lender, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof.
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General Release; Covenant Not to Sue. (X) Employee hereby releases the Employer, its subsidiaries, affiliates, agents and employees from any and all claims, contracts, and other liabilities of whatever kind, whether now known or unknown, arising out of or in any way connected with his employment and the cessation of that employment. This release includes, without limitation, any and all claims under the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act as modified by the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Arizona Human Rights Act, and any other federal, state or local human rights, civil rights, pension or labor laws, rules and/or regulations, public policy, contract or tort law (regardless of whether of statutory or common law origin), and any other action against the Employer based upon 2 any conduct up to and including the date of this Agreement. Employee further agrees that he has not, nor will he ever institute any claim, action or other proceeding that is subject to the foregoing release and acknowledges that this Agreement shall bar any such action.
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General Release; Covenant Not to Sue. In consideration of the Severance Benefits and favorable reference, Xxxxxx for herself and her heirs and assigns, hereby voluntarily, knowingly and irrevocably releases and forever discharges Intersections, its subsidiaries and affiliates and its respective predecessors, successors and assigns and their respective present, former, and future officers, directors, trustees, shareholders, principals, partners, attorneys, investors, shareholders, participants, representatives, insurers, fiduciaries, agents or employees, in both their individual and representative capacities (collectively, the “Released Parties”), from all actions, claims, demands, causes of action, obligations, damages, liabilities, expenses and controversies of any nature and description whatsoever (collectively, “Claims”), whether or not now known, suspected or claimed, which Xxxxxx had, has, or may have, against the Released Parties from the beginning of time up to and including the date Xxxxxx signs this Agreement, including, without limitation, all Claims which arise out of, relate to or are based on (i) Xxxxxx’ employment with Intersections or termination therefrom, (ii) statements, acts or omissions by Intersections or Released Parties, (iii) express or implied agreements between Xxxxxx and Intersections and/or Released Parties, (iv) any federal, state or local fair employment practices or civil rights laws including, but not limited to, the Xxxxxxxx-Xxxxx Act of 2002, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Virginia Human Rights Act, which prohibit adverse employment action based upon whistle blowing activities and discrimination on such bases as race, color, religion, creed, national origin, family and/or medical leave, medical condition, sex/gender, sexual harassment, retaliation, protected activity, disability/handicap, age, pregnancy, childbirth or related medical condition, or marital status, (v) common law, public policy, breach of contract or tort, including, without limitation, Claims for emotional distress, libel, slander or wrongful discharge, or (vi) wages, commissions, bonuses, accrued vacation pay, employee benefits, expenses, allowances and any other payment or compensation of any kind whatsoever. Xxxxxx hereby agrees and covenants that neither she, nor anyone ...
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General Release; Covenant Not to Sue 
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Related to General Release; Covenant Not to Sue

  • Covenant Not to Sue a. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.

  • General Release In consideration of the benefits set forth herein and in the Change of Control Agreement, Executive hereby fully, finally, and completely releases the Company, the Partnership, TETRA, their respective predecessors, successors, subsidiaries, stockholders, unitholders and affiliates and the officers, directors, partners, managers, control persons, employees, agents, attorneys, representatives and assigns of any of them (collectively, the “Released Parties”), from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, of whatever kind or character, whether now known or unknown (collectively, “Claims”), arising from, relating to, or in any way connected with, any facts or events occurring on or before the execution of this Release Agreement that he/she may have against any Released Parties, including, but not limited to any such Claims arising out of or in any way related to Executive’s employment with the Company, an Affiliate, or any member of the Partnership Group, or the termination of such employment, including but not limited to, any violation of any federal, state or local statute, any breach of contract, any wrongful termination, or other tort or cause of action. Executive confirms that this Release Agreement was neither procured by fraud nor signed under duress or coercion. Further, Executive waives and releases the Released Parties from any Claims that this Release Agreement was procured by fraud or signed under duress or coercion so as to make the Release Agreement not binding. Executive understands and agrees that by signing this Release Agreement, he is giving up the right to pursue any legal Claims released herein that he may currently have against any Released Parties, whether or not he is aware of such Claims, and specifically agrees and covenants not to bring any legal action for any Claims released herein. The only claims that are excluded from this Release Agreement are Claims arising after the date of this Release Agreement, if any, including any future Claims relating to the Company’s performance of its obligations under the Change of Control Agreement and any Claims that cannot be waived by law; Executive does waive, however, his right to any monetary recovery if any governmental agency pursues any claims on his behalf.

  • General Release of Claims Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.

  • General Release and Waiver of Claims (a) In consideration of the Company’s obligations set forth in this Agreement, Employee, on behalf of himself and his spouse, heirs, executors, administrators, beneficiaries, successors and assigns, hereby voluntarily, knowingly, willingly, unconditionally, and irrevocably releases and forever discharges (i) the Company and the Trust of Carriage Services Capital Trust, (ii) all of their respective subsidiaries and affiliates and their each of their predecessors, successors and assigns, (iii) together with the respective present or former officers, directors, partners, managers, trustees, shareholders, employees, attorneys, and agents of all of the foregoing entities and any and all employee pension or welfare benefits plans, including current and former trustees and administrators of these plans (collectively, the “Releasees”), both individually and in their official capacities, from any and all rights, claims, causes of action, charges, demands, damages, liabilities, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of every kind, type, nature, or description whatsoever, in law or equity, known or unknown, suspected or unsuspected, vested or contingent, accrued or yet to accrue, that Employee or Employee’s heirs, executors, administrators, beneficiaries, successors or assigns ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the Effective Date. This Release includes, but is not limited to, any rights or claims relating in any way to Employee’s employment relationship with the Company or any of the Releasees, the cessation thereof; any claims for unpaid commissions, bonuses, compensation, fees, expenses, wages, back pay, equity, salary, incentive pay, vacation pay, legal fees, fringe benefits, severance, contractor payments, termination payments, or other compensation; any rights or claims arising under any legally waivable federal, state or local constitution, statute, ordinance, or regulation, including without limitation the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Equal Pay Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification (“WARN”) Act and any state WARN statutes, Section 1981 of the Civil Rights Act of 1866, the National Labor Relations Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, any rights or claims arising under the common law or under any plan, program, policy, agreement, contract, understanding or promise, written or oral, express or implied, formal or informal, between the Company or any of the Releasees and Employee, as well as any other offer letter, award agreement, or employment agreement or understanding; and any and all claims for alleged tortious, defamatory or fraudulent conduct, including without limitation intentional infliction of emotional distress, defamation, fraud, and breach of duty (collectively, the “Released Claims”). Notwithstanding the foregoing, nothing in this Agreement shall (u) waive any claim that arises after the Effective Date, (v) waive any claim for contractual payments under this Agreement, (w) waive any rights to payments under the Company’s medical plan and 401(k) plan, (x) be construed to prohibit Employee from bringing appropriate proceedings to enforce this Agreement; (y) waive any rights that, pursuant to law, cannot be waived or subject to a release of this kind, such as rights to unemployment or workers’ compensation benefits; or (z) waive any rights to indemnification that Employee may have under any organizational documents of the Company or any directors and officers liability insurance policy of the Company or any individual indemnity agreement with the Company. Xxxxxx X. Xxxxx Transition Agreement 2/22/24

  • Covenant Not to Compete (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and the SMMSLP LP Interests to Buyer hereunder, Parent covenants and agrees that, for a period ending on the fourth anniversary of the Closing Date, neither Parent nor any of its Affiliates (which term for purposes of this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will engage, directly or indirectly, anywhere in the world where the Business is conducted by the Companies as of the Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or business that includes such conflicting competitive activities is hereinafter referred to as a "Competitive Business"); provided, however, that -------------------- -------- ------- nothing set forth in this Section 8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any other Person engaged in such business subject to compliance with Section 8.5(b); -------------- and provided, further, that nothing set forth in this Section 8.5 shall prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business.

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