Common use of General Release of Claims Clause in Contracts

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 9 contracts

Samples: Employment Agreement (Legacy Healthcare Properties Trust Inc.), Employment Agreement (Legacy Healthcare Properties Trust Inc.), Employment Agreement (Legacy Healthcare Properties Trust Inc.)

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General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the (CompanyEmployee) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I), for myself, my attorneyshimself and his family, heirs, executors, administrators, successors, legal representatives and their respective successors and assigns, do in exchange for the consideration received pursuant to Section 5 of the employment letter agreement to which this release is attached as Exhibit A (the “Agreement”), does hereby fully release and forever release and discharge SFX Holding Corporation (the Company and its affiliated entities (as defined in the Employment Agreement“Company”), as well as their predecessorsits subsidiaries, successorsaffiliated companies, successors and assigns, and their its current or former directors, officers, partners, agents, employees, attorneysshareholders or agents in such capacities (collectively with the Company, the “Released Parties”) from any and administrators from all suitsactions, causes of action, and/or claimssuits, controversies, claims and demands whatsoever, for or entitlements by reason of any nature matter, cause or thing whatsoever, whether knownknown or unknown including, unknownbut not limited to, or unforeseen, which I have or may have against all claims under any of them applicable laws arising out of under or in connection with my Employee’s employment by the Companyor termination thereof, the Employment Agreementwhether for tort, the termination breach of my express or implied employment with the Companycontract, wrongful discharge, intentional infliction of emotional distress, or any event, transaction, defamation or matter occurring injuries incurred on the job or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of loss of employment. Employee acknowledges that the Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that he may have as of the date hereof. Employee further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any rights to receive any payments or benefits pursuant to Section 5 of the Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such claimspolicy, demands or lawsuitsand (v) any rights as a holder of equity securities of the Company.

Appears in 6 contracts

Samples: Employment Agreement (SFX Entertainment, INC), Employment Agreement (SFX Entertainment, INC), Employment Agreement (SFX Entertainment, INC)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 20102012, between Legacy Healthcare Properties TrustApartment Trust of America, Inc. ( (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 4 contracts

Samples: Employment Agreement (Landmark Apartment Trust of America, Inc.), Employment Agreement (Landmark Apartment Trust of America, Inc.), Employment Agreement (Landmark Apartment Trust of America, Inc.)

General Release of Claims. Consistent with Section 5 7 of the Employment Agreement Agreement, dated August 8, 20102018, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) among me and me Lightbridge Corporation (the “Employment Agreement”) ), and in consideration for and contingent upon my receipt of the Severance Package Payments set forth in Sections 5(b) Section 7 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge Lightbridge Corporation (the Company “Company”) and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General ReleaseRelease related to the Company, except that I am not releasing (i) any claims arising under the Indemnification Agreement, (aii) right any claims relating to indemnification that any rights I may otherwise have, (b) right have to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as payments pursuant to Section 7 of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (eiii) any claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including but not limited to any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, and the Family and Medical Leave Act, all as amended, or any other applicable federal, state, or local law), claims under the Worker Adjustment and Retraining Notification Act, claims under the Xxxxxxxx-Xxxxx Act of 2002, including the Corporate and Criminal Fraud Accountability Act, claims under the Employee Retirement Income Security Act, as amended, claims for wrongful discharge in violation of public policy, claims under the Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, and the Virginia Right to Work Law, all as amended, claims for breach of express or implied contract, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against the Company or the persons or entities released herein. The Company and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 3 contracts

Samples: Employment Agreement (LIGHTBRIDGE Corp), Employment Agreement (LIGHTBRIDGE Corp), Employment Agreement (LIGHTBRIDGE Corp)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated ___, 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 3 contracts

Samples: Employment Agreement (Legacy Healthcare Properties Trust Inc.), Employment Agreement (Legacy Healthcare Properties Trust Inc.), Employment Agreement (Legacy Healthcare Properties Trust Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated _______________, 2010, between Legacy Healthcare Properties Trust, Inc. ( (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 3 contracts

Samples: Employment Agreement (Legacy Healthcare Properties Trust Inc.), Employment Agreement (Legacy Healthcare Properties Trust Inc.), Employment Agreement (Legacy Healthcare Properties Trust Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated effective May 11, 20102012, between Legacy Healthcare Properties TrustAMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Employment Agreement (American Residential Properties, Inc.), Employment Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated July 21, 20102014, between Legacy Healthcare Properties TrustLandmark Apartment Trust of America, Inc. ( (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, Agreement or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Employment Agreement (Landmark Apartment Trust of America, Inc.), Employment Agreement (Landmark Apartment Trust of America, Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated July 23, 20102014, between Legacy Healthcare Properties TrustLandmark Apartment Trust of America, Inc. ( (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, Agreement or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Employment Agreement (Landmark Apartment Trust of America, Inc.), Employment Agreement (Landmark Apartment Trust of America, Inc.)

General Release of Claims. Consistent with Section 5 4 of the Employment LTIP Unit Vesting Agreement dated _______________________, 2010____, between Legacy Healthcare Properties Trust, Inc. ( among GLOBAL MEDICAL REIT INC. (the “Company”) ), GLOBAL MEDICAL REIT L.P. and me (the “Employment LTIP Unit Vesting Agreement”) and in consideration for and contingent upon my receipt of the Severance Package accelerated vesting of LTIP Units set forth in Sections 5(bSection 4(a) of the Employment LTIP Unit Vesting Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities Affiliates (as defined in the Employment AgreementGlobal Medical REIT Inc. 2016 Equity Incentive Plan, as amended from time to time (the “Plan”)), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCompany or its Affiliates, the Employment LTIP Unit Vesting Agreement, the termination of my employment with the CompanyCompany or its Affiliates, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due to me under the Employment Agreement, Plan or any subsequent equity incentive plan approved by the Bonus Plan, any board of directors of the Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Ltip Unit Award Agreement (Global Medical REIT Inc.), Ltip Unit Award Agreement (Global Medical REIT Inc.)

General Release of Claims. Consistent with Section 5 6 of the Employment Executive Severance and Change in Control Vesting Agreement dated _______________, 20102014, between Legacy Healthcare Properties TrustAMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) and me (the “Employment Severance Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(bSection 6(b) of the Employment Severance Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Severance Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Severance Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) ), equity compensation, or other compensation due under the Employment Severance Agreement, the Bonus Plan, the Equity Incentive Plan, and any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, ; or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Executive Severance and Change in Control Vesting Agreement (American Residential Properties, Inc.), Executive Severance and Change in Control Vesting Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 20102015, between Legacy Healthcare Properties Landmark Apartment Trust, Inc. ( (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, Agreement or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Employment Agreement (Landmark Apartment Trust, Inc.), Employment Agreement (Landmark Apartment Trust, Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated May 7, 20102015, between Legacy Healthcare Properties Landmark Apartment Trust, Inc. ( (the “Company”) and me me, as amended (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the portion of the Severance Package set forth in Sections Section 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, except with respect to accrued vacation/paid time off, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, Agreement or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 2 contracts

Samples: Merger Agreement (Landmark Apartment Trust, Inc.), Merger Agreement (Landmark Apartment Trust, Inc.)

General Release of Claims. Consistent with Section 5 of In exchange for the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package promises set forth in Sections 5(b) herein, you, on behalf of the Employment Agreement, I, for myself, my attorneys, yourself and your heirs, executors, administrators, successors, administrators and assigns, do hereby fully release and forever release and discharge the Company LoJack Corporation and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partnersemployees, agents, employeessuccessors and assigns (the “Releasees”), from any and all suits, claims, demands, debts, sums of money, damages, interest, attorneys’ fees, and administrators from all suitsexpenses, actions, causes of action, and/or claimsjudgments, demands accounts, promises, contracts, agreements, and any and all claims of law or entitlements of any nature whatsoeverin equity, whether known, now known or unknown, or unforeseen, which I you now have or may ever have had against the Releasees, or any of them them, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, The Genetic Information Nondiscrimination Act of 2008, the Older Workers Benefit Protection Act, the Family and Medical Leave Act and any other federal, state or local statute, regulation, ordinance or common law creating employment-related causes of action, and all claims related to or arising out of your employment or in connection with my employment by the Company, the Employment Agreement, the termination of my your employment with the CompanyLoJack. You also hereby waive any claim for reinstatement, attorney’s fees, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except costs. You represent that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I you have not previously filed or joined in any such claimscomplaints, demands charges or entitlements lawsuits against LoJack pending before any governmental agency or court of law relating to your employment and/or the Company cessation thereof. This General Release of Claims shall not apply to (a) any vested interest you may have in any 401(k), pension or the other persons released herein employee welfare plan by virtue of your employment with LoJack; (b) any claim that may arise after you sign this Agreement; (c) any claim that may not be waived by law; (d) any claim by you to enforce this Agreement, and (e) any right you may have to file, cooperate or participate in any proceeding before a fair employment practices agency; provided, however that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as you hereby waive any right to recover any monetary benefits or damages in connection with any proceeding brought against LoJack on your behalf or on behalf of a result class of any such claims, demands or lawsuitswhich you may be a member.

Appears in 1 contract

Samples: Severance Agreement (Lojack Corp)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”(a) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, IThe Executive, for myself, my attorneys, himself and his heirs, executors, administrators, successors, administrators and assigns, do if any, and anyone purporting to claim by or through the Executive, does hereby fully waive, release and forever release and discharge the Company and Company, its affiliated entities (as defined in the Employment Agreement)subsidiaries, as well as their predecessors, successors, assigns, employee benefit plans and trusts, if any, and each of their current or former past, present and future managers, members, directors, officers, partners, agents, employees, attorneys, representatives, fiduciaries, plan sponsors, administrators and administrators trustees, if any, (hereinafter collectively “the Released Parties”), of and from any and all suitsactions, causes of action, and/or claimsclaims (including without limitation, demands any claim for wrongful discharge or entitlements breach of contract and claims under the federal, state or local employment discrimination law such as Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act and other similar laws) suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, obligations, attorneys’ fees, costs and all other liabilities of any nature kind or description whatsoever, either at law or in equity, whether known, known or unknown, suspected or unforeseenunsuspected and whether or not based on his employment or the termination of his employment, which I have that the Executive ever had, now has or may have or claim to have in the future against any of them arising out the Released Parties for or by reason of any cause, matter or in connection with my employment by event whatsoever, from the Company, the Employment Agreement, the termination beginning of my employment with the Company, or any event, transaction, or matter occurring or existing on or before time to the date of my signing this Agreement. The Executive further agrees that he will not bring any law suit or arbitration against any of the Released Parties for any claims hereby released. Notwithstanding anything to the contrary set forth in this paragraph, this Release shall not apply to claims relating to the validity or enforcement of this General ReleaseAgreement, claims for any accrued benefit under the terms of any employee benefit plan within the meaning of the Employee Retirement Income Security Act maintained by the Company (except that I am not releasing it will apply to any (aseverance benefits that otherwise might be payable outside of this Agreement) right or claims for indemnification or defense to indemnification that I may otherwise havewhich the Executive is entitled under the Certificate of Incorporation, the Bylaws and/or any insurance policy of the Company or its subsidiaries. (b) right The Company does hereby waive, release and forever discharge the Executive, his heirs, executors, administrators and assigns, if any (the “Released Parties”), of and from any and all actions, causes of action, claims, suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, obligations, attorneys’ fees, costs and all other liabilities of any kind or description whatsoever, either at law or in equity, whether known or unknown, suspected or unsuspected, that the Company ever had, now has or may have or claim to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as have in the future against any of the Released Parties for or by reason of any cause, matter or event whatsoever, from the beginning of time to the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and Agreement. The Company further agrees that it will not reimbursed as bring any law suit or arbitration against any of the date Released Parties for any claims hereby released. Notwithstanding anything to the contrary set forth in this paragraph, this Release shall not apply to claims relating to the validity or enforcement of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, claims for reimbursement of amounts paid in indemnification, if it is finally determined by a court of competent jurisdiction that the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as Company’s indemnification of the date Executive was improper and for claims under Section 16 of my signing this General Releasethe Securities Exchange Act of 1934, as amended, or (e) for claims arising after the date of my signing this General Release. I agree not to file or otherwise institute under any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuitsxxxxxxx xxxxxxx law.

Appears in 1 contract

Samples: Employment Separation Agreement (Digene Corp)

General Release of Claims. Consistent with Section 5 9(e) of the Employment Agreement dated June 6, 2010, 2006 between Legacy Healthcare Properties Trust, me and CapitalSource Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource and its affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons released herein. I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by CapitalSource to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform CapitalSource by delivering a written notice of revocation to CapitalSource’s Director of Human Resources, 4000 Xxxxxxx Xxxxxx, 12th Floor, Chevy Chase, Maryland 20815, no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety at the election of CapitalSource and CapitalSource shall be relieved of all obligations to make the Severance Payments described in Section 9 of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel. AGREED: Jxxxx X. Xxxx Date

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated August 3, 20102012, between Legacy Healthcare Properties Landmark Apartment Trust, Inc. ( (the “Company”) and me me, as amended (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the portion of the Severance Package set forth in Sections Section 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, Agreement or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.. Except as otherwise expressly provided above, this General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and any comparable Maryland law, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against the Company or the persons released herein. AGREED:

Appears in 1 contract

Samples: Merger Agreement (Landmark Apartment Trust, Inc.)

General Release of Claims. a. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”2(b) and me (the “Employment Agreement”) hereof and in consideration for and contingent upon my the Executive’s receipt of the Severance Package Benefits set forth in Sections 5(b) of Section 2(b), the Employment Agreement, IExecutive, for myselfhimself, my his attorneys, heirs, executors, administrators, successors, and assigns, do does hereby fully and forever release and discharge Parent and the Company and its their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have the Executive has or may have against any of them arising out of or in connection with my the Executive’s employment by the Company, the Employment AgreementEmployer, the termination of my the Executive’s employment with the CompanyEmployer, or any event, transaction, or matter occurring or existing on or before the date of my the Executive’s signing of this General ReleaseAgreement, except that I am the Executive is not releasing any (a) claims arising under Section 8 of this Agreement, any other right to indemnification that I the Executive may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my the Executive’s signing this General ReleaseAgreement. I agree The Executive agrees not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I The Executive further hereby irrevocably and unconditionally waive waives any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent The Executive represents and warrant warrants that I have the Executive has not previously filed or joined in any such claims, demands or entitlements against the Company Employer or the other persons or entities released herein and that I the Executive will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. b. Section 10(a) specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, and the Family and Medical Leave Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by the Executive or on the Executive’s behalf in any suit, charge of discrimination, or claim against the Employer or the persons or entities released herein. c. The Employer and the Executive acknowledge that different or additional facts may be discovered in addition to what parties now know or believe to be true with respect to the matters released in this Section 10, and the parties agree that this Section 10 shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Separation Agreement (Ambac Financial Group Inc)

General Release of Claims. Consistent with Section 5 4 of the Employment Long Term Incentive Plan Unit Vesting Agreement dated November 7, 20102012, between Legacy Healthcare Properties Trustamong AMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) ), AMERICAN RESIDENTIAL PROPERTIES OP, L.P. and me (the “Employment LTIP Unit Vesting Agreement”) and in consideration for and contingent upon my receipt of the Severance Package accelerated vesting of LTIP Units set forth in Sections 5(bSection 4(a) of the Employment LTIP Unit Vesting Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities Affiliates (as defined in the Employment AgreementAmerican Residential Properties, Inc. 2012 Equity Incentive Plan, as amended through the date hereof (the “Plan”)), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment LTIP Unit Vesting Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due to me under the Employment Agreement, Plan or any subsequent equity incentive plan approved by the Bonus Plan, any Company Incentive Plan Board that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 1 contract

Samples: Unit Vesting Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 9(e) of the Employment Agreement dated June 6, 2010, 2006 between Legacy Healthcare Properties Trust, me and CapitalSource Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource and its affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons released herein. I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by CapitalSource to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform CapitalSource by delivering a written notice of revocation to CapitalSource’s Director of Human Resources, 4000 Xxxxxxx Xxxxxx, 12th Floor, Chevy Chase, Maryland 20815, no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety at the election of CapitalSource and CapitalSource shall be relieved of all obligations to make the Severance Payments described in Section 9 of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel. AGREED: Jxxx X. Xxxxxxx Date

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, IYou, for myself, my attorneys, yourself and your heirs, executors, administrators, successorsassigns, agents and assignsbeneficiaries, if any, do hereby fully agree to execute and forever release be bound by this General Release of Claims. You acknowledge and agree that the Separation Payment provided to you and on your behalf pursuant to this Agreement: (i) is in full discharge of any and all liabilities and obligations of the Company to you, monetarily or with respect to your employment; and its affiliated entities (ii) exceeds any payment, benefit, or other thing of value to which you might otherwise be entitled. You release the Company from all Claims (as defined below) through the date of this Agreement. You agree not to file a lawsuit or arbitration to assert any such Claim. Further, you agree that should any other person, organization or entity file a lawsuit or arbitration to assert any such Claim, you will not seek or accept any personal relief in such action. In exchange for your waiver of Claims, the Employment Company, its subsidiaries, directors and agents acting on behalf of the Company expressly waive and release any and all Claims against you that may be waived and released by law, and agree not to file a lawsuit or arbitration to assert any such Claims. a. Definition of “Claims.” Except as stated below, “Claims” includes without limitation all actions or demands of any kind that you may now have or have had or reasonably known you should have had (although you are not being asked to waive Claims that may arise after the date of this Agreement). More specifically, as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suitsClaims include rights, causes of action, and/or claimsdamages, demands or entitlements penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any nature kind or description whatsoever, either in law or in equity, whether known, known or unknown, suspected or unforeseen, which I have unsuspected. The nature of Claims covered by this release includes without limitation all actions or may have against demands in any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my way based on your employment with the Company, the terms and conditions of such employment, or your separation from employment. More specifically, all of the following are among the types of Claims which are waived and barred by this General Release of Claims to the extent allowable under applicable law: • Contract Claims, whether express or implied; • Tort Claims, such as for defamation or emotional distress; • Claims under federal, state and municipal laws, regulations, ordinance or court decisions of any kind; • Claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, age, sexual orientation, handicap and/or disability, genetic information, national origin, or any eventother legally protected class; • Claims under the AGE DISCRIMINATION IN EMPLOYMENT ACT, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as Title VII of the date Civil Rights Act of my signing this General Release1964, (c) right to reimbursement for business expenses incurred as amended, the Americans with Disabilities Act as amended, the Genetic Information Nondiscrimination Act, the Family and not reimbursed as of the date of my signing this General ReleaseMedical Leave Act, (d) right to any bonus payment(s) or other compensation due and similar state and local statutes, laws and ordinances; • Claims under the Employment AgreementEmployee Retirement Income Security Act, the Bonus PlanOccupational Safety and Health Act, any Company Incentive Plan that is earned the False Claims Act, and accrued similar state and local statutes, laws and ordinances; • Claims for the most recent completed calendar year wrongful discharge; and • Claims for which a bonus payment has not then been paid as of the date of my signing this General Releaseattorneys’ fees, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, including litigation expenses and/or attorneys’ fees incurred as a result costs. The foregoing description of any such claims, demands or lawsuitsclaims is intended to be illustrative and is not exhaustive.

Appears in 1 contract

Samples: Retirement Agreement (Nasdaq, Inc.)

General Release of Claims. Consistent with Section 5 9 of the Employment Agreement dated July 29, 2010, 2010 between Legacy Healthcare Properties Trust, me and CapitalSource Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Inc. (“CapitalSource”) and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as its and their predecessors, successors, assigns, and its and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 9 of the Amended and Restated Employment Agreement dated [ ] among me, 2010, between Legacy Healthcare Properties Trust, CapitalSource Inc. ( the “Company”) and me CapitalSource Bank (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Bank and its CapitalSource Inc. (together, “CapitalSource”) and their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Article 49B of the Maryland Code, the California Fair Employment and Housing Act, and the California Family Rights Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 6 of the Employment Agreement Amended and Restated Executive Severance and Change in Control Vesting Agreement, dated December 23, 20102014, between Legacy Healthcare Properties TrustAMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) and me (the “Employment Severance Agreement”) ), and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(bSection 6(b) of the Employment Severance Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Severance Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Severance Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) ), equity compensation, or other compensation due under the Employment Severance Agreement, the Bonus Plan, the Equity Incentive Plan, and any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, ; or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 1 contract

Samples: Executive Severance and Change in Control Vesting Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 9 of the Employment Agreement dated October 26, 20102011 among me, between Legacy Healthcare Properties Trust, CapitalSource Inc. ( the “Company”) and me CapitalSource Bank (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Bank and its CapitalSource Inc. (together, “CapitalSource”) and their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 7 of the Employment Agreement dated April 8, 20102014 among me, between Legacy Healthcare Properties TrustAmbac Financial Group, Inc. ( the “Company”) and me Ambac Assurance Corporation (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 7 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company Ambac Financial Group, Inc. and its Ambac Assurance Corporation (together, “Ambac”) and their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyAmbac, the Employment Agreement, the termination of my employment with the CompanyAmbac, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Section 10 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company Ambac or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, and the Family and Medical Leave Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against Ambac or the persons or entities released herein. Ambac and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Ambac Financial Group Inc)

General Release of Claims. Consistent with Section 5 9 of the Employment Agreement dated October 26, 20102011 among me, between Legacy Healthcare Properties Trust, CapitalSource Inc. ( the “Company”) and me CapitalSource Bank (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Bank and its CapitalSource Inc. (together, “CapitalSource”) and their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Article 49B of the Maryland Code, the California Fair Employment and Housing Act, and the California Family Rights Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, I agree for myself, my attorneysspouse and child or children (if any), my heirs, beneficiaries, devisees, executors, administrators, successorsattorneys, personal representatives, successors and assigns, do hereby fully and forever to release and discharge the Company Bank, its past, present, or future parents, subsidiaries, and/or other affiliates, all of their past and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former present directors, officers, shareholders, general or limited partners, agentscommittees, employees, attorneys, and administrators other agents and representatives, and any employee benefit plans in which I am or have been a participant by virtue of employment with the Bank, and the trustees, administrators, fiduciaries and insurers of such benefit plans from any and all suitsclaims, debts, demands, accounts, judgments, rights, causes of action, and/or claimsclaims for equitable relief, demands or entitlements damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of any nature whatsoeverevery kind and character whatever (including attorneys’ fees and costs), whether knownin law or equity, known or unknown, asserted or unforeseenunasserted, suspected or unsuspected, which I have or may currently have against such entities, including without limitation any of them and all claims arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the CompanyBank or the termination thereof, my Employment Agreement dated July 30, 2012 and its amendment dated December 31, 2012, the design or administration of any employee benefit program, claims to equity awards, severance or similar benefits under any program, policy, or procedure of the Bank other than the payments recited herein, and any eventand all other claims arising under federal, transactionstate, or matter occurring local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or existing on implied contract, fraud, misrepresentation, defamation, or before liability in tort, claims of any kind that may be brought in any court or administrative agency, and claims arising under Title VII of the date Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, and similar state or local statutes, ordinances, and regulations, provided, however, notwithstanding the above, that this Agreement shall not be construed to extend to any claim for retirement benefits under any pension, retirement, or retirement savings plan in which I am a participant by virtue of my signing employment, or to benefit claims under any employee welfare benefit plan based on events occurring after my execution of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant acknowledge that I have not previously filed or joined in any such claimsreceived all benefits to which I am entitled, demands or entitlements against if any, under the Company or the other persons released herein Family and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuitsMedical Leave Act.

Appears in 1 contract

Samples: Separation Agreement (Jacksonville Bancorp Inc /Fl/)

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General Release of Claims. Consistent with Section 5 of the Employment Agreement dated April 19, 20102013, effective as of October 15, 2012, between Legacy Healthcare Properties TrustAMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 1 contract

Samples: Employment Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 9 of the Amended and Restated Employment Agreement dated , 2010, [ ] between Legacy Healthcare Properties Trust, Inc. ( the “Company”) me and me CapitalSource Bank (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Bank and its CapitalSource Inc. (together, “CapitalSource”) and their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Article 49B of the Maryland Code, the California Fair Employment and Housing Act, and the California Family Rights Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 9 of the Employment Agreement dated December ___, 2010, 2009 between Legacy Healthcare Properties Trust, me and CapitalSource Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Inc. (“CapitalSource”) and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as its and their predecessors, successors, assigns, and its and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 9 of the Amended and Restated Employment Agreement dated July 29, 2010, 2010 between Legacy Healthcare Properties Trust, Inc. ( the “Company”) me and me CapitalSource Bank (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Bank and its CapitalSource Inc. (together, “CapitalSource”) and their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 9(e) of the Employment Agreement dated November ___, 2010, 2005 between Legacy Healthcare Properties Trust, Inc. ( the “Company”) me and me CapitalSource Finance LLC (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Finance LLC (“CapitalSource”) and its affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 5(e), 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Article 49B of the Maryland Code, the California Fair Employment and Housing Act, and the California Family Rights Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), claims under the California Labor Code or the California Industrial Welfare Commission wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons released herein. In the event that California law and the following provision of the California Civil Code arc applicable to this General Release, as a further consideration and inducement for us to enter into this General Release and the promises related thereto, CapitalSource and I expressly waive the provision of Section 1542 of the California Civil Code, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts. I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this General Release and that I have been encouraged by CapitalSource to discuss fully the terms of this General Release with legal counsel of my own choosing. Moreover, for a period of seven (7) days following my execution of this General Release, I shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If I elect to revoke this General Release within this seven-day period, I must inform CapitalSource by delivering a written notice of revocation to CapitalSource’s Director of Human Resources, 4000 Xxxxxxx Xxxxxx, 12th Floor, Chevy Chase, Maryland 20815, no later than 11:59 p.m. on the seventh calendar day after I sign this General Release. I understand that, if I elect to exercise this revocation right, this General Release shall be voided in its entirety at the election of CapitalSource and CapitalSource shall be relieved of all obligations to make the Severance Payments described in Section 9 of the Employment Agreement. I may, if I wish, elect to sign this General Release prior to the expiration of the 21-day consideration period, and I agree that if I elect to do so, my election is made freely and voluntarily and after having an opportunity to consult counsel. AGREED: Jxxxx Xxxxxxxxxx Date Consistent with Section 9(e) of the Employment Agreement dated November , 2005 between CapitalSource Finance LLC (“CapitalSource”) and Jxxxx Xxxxxxxxxx (the “Employment Agreement”) and in consideration for and contingent upon Executive’s execution of a general release of claims in favor of CapitalSource in the form required by the Employment Agreement (and provided that he does not revoke it in the event that it is revocable), CapitalSource, for itself and its affiliated entities, as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators do hereby fully and forever release and discharge Executive and his attorneys, heirs, executors, administrators, successors, and assigns, from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever which CapitalSource has or may have against any of them which are known to it as of the date of its executing this General Release and arising out of or in connection with Executive’s employment by CapitalSource, the Employment Agreement, the termination of Executive’s employment with CapitalSource, or any event, transaction, or matter occurring or existing on or before the date of CapitalSource’s signing of this General Release. CapitalSource agrees not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. CapitalSource further hereby irrevocably and unconditionally waives any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. CapitalSource represents and warrants that it has not previously filed or joined in any such claims, demands or entitlements against Executive or the other persons released herein and that it will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.. This General Release specifically includes, but is not limited to, all known claims of breach of contract, tortious conduct, or breach of fiduciary duty, together with any and all known tort, contract, or other known claims which might have been asserted by CapitalSource or on its behalf in any suit or claim against Executive or the persons released herein. CapitalSource acknowledges and agrees that it has been given a more than sufficient period of time to consider this General Release and that it have been encouraged by Executive to discuss fully the terms of this General Release with legal counsel of its own

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 of (a) In exchange for the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) Consulting Equity Award and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment other benefits provided to you under this Agreement, Ito which you would not otherwise be entitled, for myselfand other good and valuable consideration, my attorneysthe receipt and sufficiency of which is hereby acknowledged, on your own behalf and that of your heirs, executors, administrators, successorsbeneficiaries, personal representatives and assigns, do hereby fully you agree that this Agreement shall be in complete and forever release final settlement of any and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or rights and claims, demands whether known or entitlements of any nature whatsoever, whether known, unknown, that you have had in the past, now have, or unforeseenmight now have, which I have in any way related to, connected with or may have against any of them arising out of your employment or your other association with the Company or any of its Affiliates or the termination of the same or the Employment Agreement or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in connection with my employment Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement, and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all such causes of action, rights and claims. Excluded from the scope of this release of claims are any claims that may not be released pursuant to applicable law. (b) Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that you hereby agree to waive your right to recover monetary damages or other individual relief in any charge, investigation, proceeding, complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement, the Employment Agreement, or the termination of my employment Proprietary Information Agreements limits, restricts or in any other way affects your communicating with the Companyany governmental agency or entity, or communicating with any eventofficial or staff person of a governmental agency or entity, transaction, concerning matters relevant to the governmental agency or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, entity. (c) right This Agreement, including the general release of claims set forth in Section 9(a), creates legally binding obligations and the Company and its Affiliates therefore advise you to reimbursement for business expenses incurred and not reimbursed as of the date of my consult an attorney before signing this General ReleaseAgreement. In signing this Agreement, you give the Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty-one (21) days, before signing this Agreement, to consider its terms and to consult with an attorney, if you wished to do so; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement. (d) right You agree to any bonus payment(s) or other compensation due under sign and not revoke the Employment Agreement, Post-Service Release by the Bonus Plan, any Company Incentive Plan time period specified therein (and in no event before the Separation Date). You further agree that a signed and unrevoked Post-Service Release is earned an express condition to your receipt and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as retention of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuitsConsulting Equity Award.

Appears in 1 contract

Samples: Separation Agreement (Paratek Pharmaceuticals, Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated July 21, 20102014, between Legacy Healthcare Properties Landmark Apartment Trust, Inc. ( (the “Company”) and me me, as amended (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the portion of the Severance Package set forth in Sections Section 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, except with respect to accrued vacation/paid time off, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, Agreement or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 1 contract

Samples: Merger Agreement (Landmark Apartment Trust, Inc.)

General Release of Claims. Consistent with Section 5 4 of the Employment Long Term Incentive Plan Unit Vesting Agreement dated May 14, 20102012, between Legacy Healthcare Properties Trustamong AMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) ), AMERICAN RESIDENTIAL PROPERTIES OP, L.P. and me (the “Employment LTIP Unit Vesting Agreement”) and in consideration for and contingent upon my receipt of the Severance Package accelerated vesting of LTIP Units set forth in Sections 5(bSection 4(a) of the Employment LTIP Unit Vesting Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities Affiliates (as defined in the Employment AgreementAmerican Residential Properties, Inc. 2012 Equity Incentive Plan, as amended through the date hereof (the “Plan”)), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment LTIP Unit Vesting Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due to me under the Employment Agreement, Plan or any subsequent equity incentive plan approved by the Bonus Plan, any Company Incentive Plan Board that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 1 contract

Samples: Unit Vesting Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 7 of the Employment Agreement dated October 5, 20102023 among me, between Legacy Healthcare Properties TrustAmbac Financial Group, Inc. ( the “Company”) and me Ambac Assurance Corporation (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 7 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company Ambac Financial Group, Inc. (“Ambac”) and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their its predecessors, successors, assigns, and their its past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyAmbac, the Employment Agreement, the termination of my employment with the CompanyAmbac, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General ReleaseRelease related to Ambac, except that I am not releasing (i) any (a) claims arising under Section 10 of the Employment Agreement, any other right to indemnification or director and officer liability insurance coverage that I may otherwise have, (bii) right any claims that I may have to Annual Salary and vested payments or benefits under applicable benefit plans that are earned and accrued but unpaid as pursuant to the Employment Agreement or any plan, program or arrangement of the date of my signing this General ReleaseAmbac in which I participated, (ciii) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right any claims relating to any bonus payment(s) or other compensation due under rights I may have to payments pursuant to Section 7 of the Employment Agreement, the Bonus Plan(iv) any claims relating to any rights I may have pursuant to equity and equity-based awards granted to me by Ambac, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as provisions of the date Employment Agreement that survive termination of my signing this General Releaseemployment, (v) any claims made under state unemployment compensation insurance or workers compensation laws and/or any claims that cannot be waived by law, or (evi) any claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company Ambac or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, and the Family and Medical Leave Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against Ambac or the persons or entities released herein. Ambac and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Ambac Financial Group Inc)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, IThe Employee, for myself, my attorneys, himself and his heirs, executors, administrators, successors, administrators and assigns, do if any, and anyone purporting to claim by or through the Employee, does hereby fully waive, release and forever release and discharge the Company and Company, its affiliated entities (as defined in the Employment Agreement)subsidiaries, as well as their predecessors, successors, assigns, employee benefit plans and trusts, if any, and each of their current or former past, present and future managers, members, directors, officers, partners, agents, employees, attorneys, representatives, fiduciaries, plan sponsors, administrators and administrators trustees, if any, (hereinafter collectively “the Released Parties”), of and from any and all suitsactions, causes of action, and/or claimsclaims (including without limitation, demands any claim for wrongful discharge or entitlements breach of contract and claims under the federal, state or local employment discrimination law such as Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act and other similar laws) suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, obligations, attorneys’ fees, costs and all other liabilities of any nature kind or description whatsoever, either at law or in equity, whether known, known or unknown, suspected or unforeseenunsuspected and whether or not based on his employment or the termination of his employment, which I have that the Employee ever had, now has or may have or claim to have in the future against any of them arising out the Released Parties for or by reason of any cause, matter or in connection with my employment by event whatsoever, from the Company, the Employment Agreement, the termination beginning of my employment with the Company, or any event, transaction, or matter occurring or existing on or before time to the date of my signing this Agreement. The Employee further agrees that he will not bring any law suit or arbitration against any of the Released Parties for any claims hereby released. Notwithstanding anything to the contrary set forth in this paragraph, this Release shall not apply to claims relating to the validity or enforcement of this General ReleaseAgreement, claims for any accrued benefit under the terms of any employee benefit plan within the meaning of the Employee Retirement Income Security Act maintained by the Company (except that I am not releasing it will apply to any (a) right to indemnification severance benefits that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as might be payable outside of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(sAgreement) or other compensation due claims for indemnification or defense to which the Employee is entitled under the Employment AgreementCertificate of Incorporation, the Bonus Plan, Bylaws and/or any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as insurance policy of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuitsits subsidiaries.

Appears in 1 contract

Samples: Employment Agreement (Digene Corp)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated April 19, 20102013, effective as of January 1, 2013, between Legacy Healthcare Properties TrustAMERICAN RESIDENTIAL PROPERTIES, Inc. ( INC. (the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company and its affiliated entities (as defined in the Employment Agreement), as well as their predecessors, successors, assigns, and their current or former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuits.

Appears in 1 contract

Samples: Employment Agreement (American Residential Properties, Inc.)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, I, for myselfXxxxxxx X. X’Xxxxx, on behalf of myself and my attorneys, heirs, executors, administratorsadministrators and assigns hereby release, acquit and forever discharge (i) the Company Group, (ii) Xxxxxxx, Dubilier & Rice, LLC and First Reserve Management L.P. and the investment vehicles which are directly or indirectly managed by either Xxxxxxx, Dubilier & Rice, LLC or First Reserve Management L.P., and those entities which hold a direct and/or indirect interest in the Company and which serve as the general partner or managing member of any such vehicles or of the general partner or managing members of such vehicles, (iii) the officers, directors, agents, servants, executives, employees, members and stockholders or equity holders of any of the foregoing, (iv) the predecessors, successors, and assigns, do hereby fully assigns of any of the foregoing (both individually and forever release in their official capacities) and discharge (v) any and all employee pension benefit or welfare benefit plans of the Company Group (all of the foregoing, collectively, the “Company Released Parties”) from any and its affiliated entities (as defined in the Employment Agreement)all covenants, as well as their predecessorscontracts, successorsclaims, assignscharges, and their current or former directorsliabilities, officers, partners, agents, employees, attorneys, and administrators from all suitsdemands, causes of action, and/or claimscosts, demands expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity or entitlements otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim, whether now or in the future, for indemnification I may have as a result of any nature whatsoever, whether known, unknown, third party action against me based on my employment with the Company Group) existing or unforeseen, which I have claimed to exist now or may have in the future against any of them Company Released Party, arising out of or in connection any way related to agreements, events, acts or conduct at any time prior to the date I execute this General Release, including, but not limited to: (A) all such claims and demands directly or indirectly arising out of or in any way connected with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, the transition of my employment to a non-officer role or the termination of my employment, including, but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any eventother ownership interests in the Company, transactionvacation pay, fringe benefits, expense reimbursements, severance pay, or matter occurring any other form of compensation; and (B) claims pursuant to any federal, state or existing on local law or before cause of action, including, but not limited to, the date federal Civil Rights Act of 1964, as amended, the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, the federal Employee Retirement Income Security Act of 1974, as amended, the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, as amended, the New York City Human Rights Law, as amended, the Massachusetts Fair Employment Practices Law, as amended, the South Carolina Human Affairs Law, as amended, tort law, contract law, wrongful discharge, discrimination, fraud, defamation, emotional distress, breach of the implied covenant of good faith and fair dealing, libel, slander, invasion of privacy, or violation of any common law duty owed to me; provided, however, that nothing in this Section 1 shall be construed in any way to: (1) release or waive my signing right or claim to any payment or benefit set forth in this Agreement; (2) release or waive the Company Group from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to written agreement or applicable law; (3) release any claim by me against the Company Group under the Older Workers Benefit Protection Act relating to the validity or enforceability of this General Release, except Release or this Agreement; (4) release or waive any claim by me based upon events that I am not releasing any (a) right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of occur after the date of my signing I execute this General Release; (5) release or waive any claim by me against 6922767 Holding (Cayman) Inc. (“CHC Cayman”), its direct or indirect stockholders, or owners of any other equity therein, or any of their respective directors, officers or managers (ccollectively, the “CHC Cayman Parties”) concerning, related to or arising from my investment in CHC Cayman (it being understood that I have no claim, or right to reimbursement for business expenses incurred and not reimbursed as make any claim, with respect to my investment or equity ownership in CHC Cayman against any member of the date of my signing this General ReleaseCompany Group or any Company Released Party, other than the CHC Cayman Parties); or (d6) prohibit me from exercising any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any bonus payment(s) other government agency, or to participate in an investigation or proceeding conducted by the EEOC or other compensation due such agency (provided, however, that I shall not be entitled to recover any monetary damages or to obtain non-monetary relief in any proceeding under ADEA or other civil rights statute). I further agree, promise, and covenant that, to the Employment Agreementmaximum extent permitted by law, the Bonus Planneither I, nor any person, organization, or other entity acting on my behalf has filed or will file, charge, claim, xxx, or cause or permit to be filed, charged, or claimed, any Company Incentive Plan that is earned and accrued action for the most recent completed calendar year for which a bonus payment has not then been paid as damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the date of my signing this General ReleaseCompany Released Parties involving any matter occurring in the past, or (e) claims arising after the date involving or based upon any claims, demands, causes of my signing action, obligations, damages, or liabilities, in each case which have been released in this General Release. I agree also acknowledge that the consideration given under this Agreement for the waiver and release of all claims hereunder is in addition to anything of value to which I was already entitled. I hereby represent that (a) I have been paid all compensation owed and for all hours worked, except for any compensation or benefits to be paid to me under the terms of this Agreement, (b) I have received all the leave and leave benefits and protections for which I am eligible, pursuant to the federal Family and Medical Leave Act, the California Family Rights Act, any Company policy or applicable law, (c) I have not to file suffered any on-the-job injury or otherwise institute illness for which I have not already filed a workers’ compensation claim and (d) I am not aware of any claim, demand fraud or lawsuit seeking damages wrongdoing by any member of the Company Group and have not been retaliated against for reporting any allegations of fraud or other relief wrongdoing. I have been given forty-five (45) days to review this General Release and have been given the opportunity to consult with legal counsel, and I am signing this Agreement knowingly, voluntarily, and with full understanding of its terms and effects, and I voluntarily accept the severance payments and benefits provided for herein for the purpose of making full and final settlement of all claims released above. If I have signed this Agreement prior to the expiration of the forty-five (45) day period, I have done so voluntarily. I also understand that I have seven (7) days after executing this Agreement to revoke this General Release, and that this General Release shall not become effective if I exercise my right to otherwise assert any claimsrevoke my signature within seven (7) days of execution. If I elect to revoke this General Release during the revocation period, demands or entitlements this Agreement shall be void and of no effect in its entirety. However, I understand that are lawfully released hereinthe termination of my employment shall still be effective. I further hereby irrevocably understand and unconditionally waive any and all rights to recover any relief or damages concerning the claimsagree that, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result condition to the receipt of any such claimsthe payments and benefits set forth in in this Agreement, demands or lawsuitsI will, at the close of business on the Separation Date, reaffirm the General Release by signing and delivering the letter attached as Exhibit A to this Agreement (the “Reaffirmed Release”).

Appears in 1 contract

Samples: Separation Agreement (CHC Group Ltd.)

General Release of Claims. Consistent with Section 5 9 of the Employment Agreement dated December ___, 2010, 2009 between Legacy Healthcare Properties Trust, me and CapitalSource Inc. ( the “Company”) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 9 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company CapitalSource Inc. (“CapitalSource”) and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as its and their predecessors, successors, assigns, and its and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the CompanyCapitalSource, the Employment Agreement, the termination of my employment with the CompanyCapitalSource, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company CapitalSource or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Article 49B of the Maryland Code, the California Fair Employment and Housing Act, and the California Family Rights Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against CapitalSource or the persons or entities released herein. CapitalSource and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Capitalsource Inc)

General Release of Claims. Consistent with Section 5 9 of the Employment Agreement dated December 16, 20102009, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me as amended (the “Employment Agreement”) and in consideration for and contingent upon my the Executive’s receipt of the Severance Package amounts set forth in Sections 5(bSection 4(a), (c) and (d) of the Employment Separation Agreement dated October 26, 2011 by and between CapitalSource Inc. (the “Company”) and the Executive (the “Separation Agreement”), Ithe Executive, for myselfhimself, my his attorneys, heirs, executors, administrators, successors, and assigns, do does hereby fully and forever release and discharge the Company and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as its and their predecessors, successors, assigns, and its and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have the Executive has or may have against any of them arising out of or in connection with my his employment by the Company, the Employment Agreement, the termination of my his employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my his signing of this General Release, except that I am the Executive is not releasing any (a) claims arising under Sections 10, 11, or 12 of the Employment Agreement, any other right to indemnification that I the Executive may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my his signing this General ReleaseRelease (including any claim relating to the enforcement of the Separation Agreement). I agree The Executive agrees not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I The Executive further hereby irrevocably and unconditionally waive waives any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent The Executive represents and warrant warrants that I have he has not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons or entities released herein and that I he will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and Article 49B of the Maryland Code, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by the Executive or on his behalf in any suit, charge of discrimination, or claim against the Company or the persons or entities released herein. The Executive and the Company acknowledge that different or additional facts may be discovered in addition to what the Executive and the Company now know or believe to be true with respect to the matters released in this General Release, and the Executive and the Company agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts. Claims Excluded from this Release: However, notwithstanding the foregoing, nothing in this General Release shall be construed to waive any right that is not subject to waiver by private agreement, including, without limitation, any claims arising under state unemployment insurance or workers compensation laws. The Executive understands that rights or claims under the Age Discrimination in Employment Act that may arise after the Executive executes this General Release are not waived. Likewise, nothing in this General Release shall be construed to prohibit the Executive from filing a charge with or participating in any investigation or proceeding conducted by the EEOC, NLRB, or any comparable state or local agency. Notwithstanding the foregoing, the Executive agrees to waive his right to recover individual relief in any charge, complaint, or lawsuit filed by him or anyone on his behalf. The Executive acknowledges that he has been given an opportunity of twenty-one (21) days to consider this General Release and that he has been encouraged by the Company to discuss fully the terms of this General Release with legal counsel of his own choosing. Moreover, for a period of seven (7) days following his execution of this General Release, the Executive shall have the right to revoke the waiver of claims arising under the Age Discrimination in Employment Act, a federal statute that prohibits employers from discriminating against employees who are age 40 or over. If the Executive elects to revoke this General Release in whole or in part within this seven-day period, he must inform the Company by delivering a written notice of revocation to the Company’s General Counsel, at the Notice address provided in Section 11(i) of the Separation Agreement, no later than 11:59 p.m. on the seventh calendar day after he signs this General Release. The Executive understands that, if he elects to exercise this revocation right, this General Release shall be voided in its entirety at the election of the Company and the Company shall be relieved of all obligations to make the payment, provide the other benefits and take the other actions under Section 4(a), (c), and (d) of the Separation Agreement. The Executive may, if he wishes, elect to sign this General Release prior to the expiration of the 21-day consideration period, and the Executive agrees that if he elects to do so, his election is made freely and voluntarily and after having an opportunity to consult counsel.

Appears in 1 contract

Samples: Separation Agreement (Capitalsource Inc)

General Release of Claims. a. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”2(b) and me (the “Employment Agreement”) hereof and in consideration for and contingent upon my the Executive’s receipt of the all Severance Package Benefits set forth in Sections 5(b) of herein, the Employment Agreement, IExecutive, for myselfherself, my her attorneys, heirs, executors, administrators, successors, and assigns, do does hereby fully and forever release and discharge Parent and the Company and its their past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have the Executive has or may have against any of them arising out of or in connection with my the Executive’s employment by the Company, the Employment AgreementEmployer, the termination of my the Executive’s employment with the CompanyEmployer, or any event, transaction, or matter occurring or existing on or before the date of my the Executive’s signing of this General ReleaseAgreement, except that I am the Executive is not releasing any (a) claims arising under Section 7 of this Agreement, any other right to indemnification that I the Executive may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my the Executive’s signing this General ReleaseAgreement. I agree Other than as to claims which are expressly preserved under this Section 9(a) or Section 9(d), the Executive agrees not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I The Executive further hereby irrevocably and unconditionally waive waives any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent The Executive represents and warrant warrants that I have the Executive has not previously filed or joined in any such claims, demands or entitlements against the Company Employer or the other persons or entities released herein and that I the Executive will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. b. Section 9(a) specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, and the Family and Medical Leave Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by the Executive or on the Executive’s behalf in any suit, charge of discrimination, or claim against the Employer or the persons or entities released herein. c. The Employer and the Executive acknowledge that different or additional facts may be discovered in addition to what parties now know or believe to be true with respect to the matters released in this Section 9, and the parties agree that this Section 9 shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Separation Agreement (Ambac Financial Group Inc)

General Release of Claims. Consistent with Section 5 7 of the Employment Agreement dated [ ] among me, 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”) and me Colfax Corporation (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Accrued Benefits and the Severance Package Payments set forth in Sections 5(b) Section 7 of the Employment Agreement, I, for myself, my attorneys, heirs, executors, administrators, successors, and assigns, do hereby fully and forever release and discharge the Company Colfax Corporation and its subsidiaries and affiliates (together, “Company”) and its past, current and future affiliated entities (as defined in the Employment Agreement)entities, as well as their predecessors, successors, assigns, and their past, current or and former directors, officers, partners, agents, employees, attorneys, and administrators from all suits, causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which I have or may have against any of them arising out of or in connection with my employment by the Company, the Employment Agreement, the termination of my employment with the Company, or any event, transaction, or matter occurring or existing on or before the date of my signing of this General Release, except that I am not releasing any (a) claims arising under Section 10 of the Employment Agreement, any other right to indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement for business expenses incurred and not reimbursed as of the date of my signing this General Release, (d) right to or any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Release, or (e) claims arising after the date of my signing this General Release. I agree not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons or entities released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, and the Family and Medical Leave Act, all as amended, or any other applicable federal, state, or local law), claims under the Employee Retirement Income Security Act, as amended, claims under the Fair Labor Standards Act, as amended (or any other applicable federal, state or local statute relating to payment of wages), wage orders, claims concerning recruitment, hiring, termination, salary rate, severance pay, stock options, wages or benefits due, sick leave, holiday pay, vacation pay, life insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, intentional or negligent misrepresentation and/or infliction of emotional distress, together with any and all tort, contract, or other claims which might have been asserted by me or on my behalf in any suit, charge of discrimination, or claim against Company or the persons or entities released herein. Company and I acknowledge that different or additional facts may be discovered in addition to what we now know or believe to be true with respect to the matters released in this General Release, and we agree that this General Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Executive Employment Agreement (Colfax CORP)

General Release of Claims. Consistent with Section 5 of the Employment Agreement dated , 2010, between Legacy Healthcare Properties Trust, Inc. ( the “Company”(a) and me (the “Employment Agreement”) and in consideration for and contingent upon my receipt of the Severance Package set forth in Sections 5(b) of the Employment Agreement, IThe Executive, for myself, my attorneys, himself and his heirs, executors, administrators, successors, administrators and assigns, do if any, and anyone purporting to claim by or through the Executive, does hereby fully waive, release and forever release and discharge the Company and Company, its affiliated entities (as defined in the Employment Agreement)subsidiaries, as well as their predecessors, successors, assigns, employee benefit plans and trusts, if any, and each of their current or former past, present and future managers, members, directors, officers, partners, agents, employees, attorneys, representatives, fiduciaries, plan sponsors, administrators and administrators trustees, if any, (hereinafter collectively “the Company Released Parties”), of and from any and all suitsactions, causes of action, and/or claimsclaims (including without limitation, demands any claim for wrongful discharge or entitlements breach of contract and claims under the federal, state or local employment discrimination law such as Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act and other similar laws) suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, obligations, attorneys’ fees, costs and all other liabilities of any nature kind or description whatsoever, either at law or in equity, whether known, known or unknown, suspected or unforeseenunsuspected and whether or not based on his employment or the termination of his employment, which I have that the Executive ever had, now has or may have or claim to have in the future against any of them arising out the Company Released Parties for or by reason of any cause, matter or event whatsoever, from the beginning of time to the date of this Agreement. The Executive further agrees that he will not bring any law suit or arbitration against any of the Company Released Parties for any claims hereby released. Notwithstanding anything to the contrary set forth in connection with my employment this Section, this Release shall not apply to claims relating to the validity or enforcement of this Agreement, claims for any accrued benefit under the terms of any employee benefit plan within the meaning of the Employee Retirement Income Security Act maintained by the CompanyCompany (except that it will apply to any severance benefits that otherwise might be payable outside of this Agreement) or claims for indemnification or defense to which the Executive is entitled under the Certificate of Incorporation, the Employment Bylaws and/or any insurance policy of the Company or its subsidiaries. (b) Because the Executive is at least forty (40) years of age, he has specific rights under the Older Workers Benefit Protection Act (“OWBPA”), which prohibits discrimination on the basis of age. It is the Company’s desire and intent to make certain the Executive fully understand the provisions and effect of this Agreement. To that end, the Executive is encouraged, and has been given the opportunity, to consult with legal counsel for the purpose of reviewing the terms of this Agreement. As required by the OWBPA, the Company has attached to this Agreement as Exhibit A information regarding the job titles and ages of other employees in the Executive’s job classification or organizational unit who are not eligible for separation pay and benefits. Also, consistent with the provisions of the OWBPA, and as described in Section 14 of this Agreement, the termination Company is providing the Executive with forty-five (45) days in which to consider and accept the terms of my employment with this Agreement. (c) The Company does hereby waive, release and forever discharge the CompanyExecutive, his heirs, executors, administrators and assigns, if any (the “Executive Released Parties”), of and from any and all actions, causes of action, claims, suits, demands, rights, damages, accounts, judgments, wages, commissions, executions, debts, obligations, attorneys’ fees, costs and all other liabilities of any kind or description whatsoever, either at law or in equity, whether known or unknown, suspected or unsuspected, that the Company ever had, now has or may have or claim to have in the future against any eventof the Executive Released Parties for or by reason of any cause, transactionmatter or event whatsoever, or matter occurring or existing on or before from the beginning of time to the date of my signing this Agreement. The Company further agrees that it will not bring any law suit or arbitration against any of the Executive Released Parties for any claims hereby released. Notwithstanding anything to the contrary set forth in this Section, this Release shall not apply to claims relating to the validity or enforcement of this General ReleaseAgreement, except claims for reimbursement of amounts paid in indemnification, if it is finally determined by a court of competent jurisdiction that I am not releasing any (a) right to the Company’s indemnification that I may otherwise have, (b) right to Annual Salary and benefits under applicable benefit plans that are earned and accrued but unpaid as of the date of my signing this General Release, (c) right to reimbursement Executive was improper and for business expenses incurred and not reimbursed as claims under Section 16 of the date Securities Exchange Act of my signing this General Release1934, (d) right to any bonus payment(s) or other compensation due under the Employment Agreement, the Bonus Plan, any Company Incentive Plan that is earned and accrued for the most recent completed calendar year for which a bonus payment has not then been paid as of the date of my signing this General Releaseamended, or (e) for claims arising after the date of my signing this General Release. I agree not to file or otherwise institute under any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are lawfully released herein. I further hereby irrevocably and unconditionally waive any and all rights to recover any relief or damages concerning the claims, demands or entitlements that are lawfully released herein. I represent and warrant that I have not previously filed or joined in any such claims, demands or entitlements against the Company or the other persons released herein and that I will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such claims, demands or lawsuitsxxxxxxx xxxxxxx law.

Appears in 1 contract

Samples: Employment Separation Agreement (Osiris Therapeutics, Inc.)

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