General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 8 contracts
Samples: Change of Control and Restrictive Covenant Agreement (PRG Schultz International Inc), Change of Control and Restrictive Covenant Agreement (PRG Schultz International Inc), Change of Control and Restrictive Covenant Agreement (PRG Schultz International Inc)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on for himself, his behalf and on behalf of his spouse, descendants, dependents, heirs, devisees, legatees, executors, administrators, personal conservators, successors, and legal representativesassigns (collectively referred to as “Releasing Parties”) knowingly, assigns voluntarily, and successors in interest (collectively, the "Derivative Claimants" irrevocably releases and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever absolves and discharges, to the fullest extent permitted by law, Company Employer and each any of Company's directorsits current, former, or future parents, affiliates, subsidiaries, divisions, or related entities, and any of their respective past, present, or future Executives, officers, employeesdirectors, stockholders, shareholders, members, owners, attorneys, agents, insurers, representatives, stockholderstrustees, or administrators, predecessors, successors, and assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as “Released Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, damagesdemands, liens, agreements, contracts, agreements, covenants, actions, suits, causes of action, suitswages, rights, demands, grievances, costs, lossesobligations, debts, expenses, attorneys’ fees, damages, judgments, orders and expenses (including attorneys' fees and costs incurred)liabilities of whatever kind or nature in law, of any nature whatsoeverequity, or otherwise, whether now known or unknown, that asserted or unasserted, suspected or unsuspected, and whether or not concealed or hidden, which Executive now has, owns, owns or holds, holds or claims to have, own, or hold, or which Executive has at any time heretofore had, owned, before owned or held, held as against any Released Parties based on actions or claimed to have, own, or hold from the beginning of time events that occurred prior to the date that Executive signs Effective Date of this Agreement, Agreement (collectively the “Claims”) including, but not limited to, those claims arising out of or relating to (i) without any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.limitation:
Appears in 4 contracts
Samples: Separation Agreement and General Release (CalAmp Corp.), Separation Agreement and General Release (CalAmp Corp.), Separation Agreement and General Release (CalAmp Corp.)
General Release of Claims. In consideration of for the covenants from Company Severance Benefits specified in Section 2 above, which you acknowledge are not otherwise owed to Executive set forth herein you, you understand and in the Employment Agreement agree that you are knowingly and Change of Control Agreementvoluntarily releasing, the receipt waiving and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, Company on your own behalf and each on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”): the Company's , and its parents, affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, representatives, stockholders, predecessors, successors, assignsconsultants, agents, attorneysboth individually and in their business capacities, divisionsand employee benefits plans and trustees, subsidiaries fiduciaries, and affiliates administrators of those plans (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as the “Released Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rights, demands, grievances, costs, losses, debts, and expenses damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys' ’ fees and costs incurredcosts) (collectively “Claims”), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 3 contracts
Samples: Agreement and General Release (Scientific Games Corp), Agreement and General Release (Scientific Games Corp), Agreement and General Release (Scientific Games Corp)
General Release of Claims. In (a) Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the covenants other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies, and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever discharges and absolves Company, its parents, subsidiaries, and affiliates (“Advantage Companies”) and each of their respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators, executors, representatives, predecessors, successors, assigns, related organizations, and related employee benefit plans (collectively, the “Company Releasees”), of, from and for any and all claims, rights, causes of action, demands, damages, rights, remedies, and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present, or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising out of or related to Executive set forth herein Employee’s employment with Company or the termination of Employee’s employment by Company (hereinafter referred to as “Employee’s Released Claims”), from the beginning of time up to and in including the Effective Date, including without limitation, any claims, debts, obligations, and causes of action of any kind arising under any (i) contract including but not limited to the Employment Agreement and Change any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims), or (iii) any federal, state, or local statutory law including, without limitation, any law which prohibits discrimination or harassment on the basis of Control Agreementsex, race, national origin, veteran status, age, immigration, or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors Age Discrimination in interest (collectivelyEmployment Act, the "Derivative Claimants" Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, hour laws (to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting byand/or any state or local laws which prohibit discrimination or harassment of any kind, throughincluding, under or in concert with any of them (collectivelywithout limitation, the "Releasees" California Family Rights Act and each a "Releasee")the California Fair Employment and Housing Act; provided, however, that Employee’s release does not waive, release, or otherwise discharge any claim or cause of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, action that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreementcannot legally be waived, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith claim for workers’ compensation benefits and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofunemployment benefits.
Appears in 2 contracts
Samples: Employment Agreement (Advantage Solutions Inc.), Employment Agreement (Advantage Solutions Inc.)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, The Executive, on his behalf and on behalf of his the Executive, the Executive’s spouse, heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessorsexecutors, successors, assigns, agentsand all other persons claiming through the Executive (collectively, attorneys“Releasors”), divisionsdoes hereby voluntarily, knowingly, and willingly release, waive, and forever discharge the Company, together with each of its past, present and future owners, parents, subsidiaries and affiliates (affiliates, together with each of their current, former and agents, future directors, officers, partners, agents, members, managers, insurers, employees, representatives trustees, stockholders, investors, joint ventures, representatives, and attorneys attorneys, and each of such stockholderstheir respective subsidiaries, affiliates, estates, predecessors, successors, successors and assigns, divisionsboth individually and in their official capacities (each, subsidiaries individually, a “Releasee” and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "“Releasees" ”) from, and each a "Releasee"), or does fully waive any obligations of any of themthe Releasees to Releasors for, from any and all charges, complaints, claims, damagesrights, actions, charges, causes of action, demands, damages, claims for relief, complaints, remuneration, sums of money, losses, suits, rightsdebts, covenants, contracts, agreements, promises, obligations, demands, grievancesaccounts, costs, losses, debts, and expenses (including attorneys' ’ fees and costs incurred), costs) and liabilities of any nature kind whatsoever, whether known or unknown, that in law or in equity, contingent or absolute (collectively, “Claims”), which the Executive or any of the other Releasors ever had, now has, ownsor may hereafter claim to have by reason of any matter, cause, act, omission or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold thing whatsoever: (a) arising from the beginning of time through the date the Executive executes this Release, including but not limited to, any such Claims (i) arising out of or relating in any way to the date that Executive signs this AgreementExecutive’s employment with the Company or any other Releasee, (ii) arising out of or relating to tort, fraud or defamation, and (iii) arising under any federal, local or state statute or regulation, including, but not limited to, those claims Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act (“ADEA”), the Americans with Disabilities Act of 1990, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, the Texas Labor Code (including, but not limited to, the Texas Payday Law and Chapter 21 of the Texas Labor Code, and Texas Commission of Human Rights Act), and the Texas Whistleblower Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (b) arising out of or relating to the termination of the Executive’s employment; or (ic) arising under or relating to any policy, agreement, commitmentunderstanding, contractor promise, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, formal or informal, between the Company or any other relationshipReleasee and the Executive, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 2 contracts
Samples: Employment Agreement (Open Lending Corp), Separation Agreement and Release (Open Lending Corp)
General Release of Claims. In consideration (a) Effective for all purposes as of the covenants from Company to Executive set forth herein Effective Time, each undersigned Holder acknowledges and in the Employment Agreement and Change of Control Agreementagrees, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal such Holder and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company its Affiliates and each of Company's directorstheir respective trustees, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agentsbeneficiaries, directors, officers, employeesmanagers, representatives partners, members, Affiliates, Subsidiaries, estates, successors and attorneys of such stockholdersassigns (each, predecessorsa “Releasing Party”), that each hereby fully, unconditionally, irrevocably and forever releases and discharges Acquiror, the Merger Subs, Holdings, Newco, Acquiror Surviving Subsidiary, and Company Surviving Subsidiary (each, a “Beneficiary”), and each Beneficiary’s Affiliates, Representatives, members, partners, direct and indirect equityholders (other than the Company and the Holders), successors, assignspredecessors and assigns (each, divisionsincluding any Beneficiary, subsidiaries a “Released Party” and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" “Released Parties”) from, and each a "Releasee")waives, or any of them, from any and all charges, complaints, claims, damages, actionspenalties, causes of actionfines, suitsliabilities, rightsdeficiencies, demands, grievanceslosses, costs, lossesinterest, debtsjudgments, expenses and fees, including court costs and attorneys’ fees and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known whether legal, equitable or unknownotherwise, that Executive now has, owns, relating to or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold arising from the beginning conduct, operations, management and affairs of time the Company, Newco and/or their Subsidiaries, and their respective direct and indirect equityholders in connection therewith (including in relation to any direct or indirect interest in the Company or Newco) prior to the date that Executive signs this AgreementEffective Time, including, but not limited towhere applicable, those claims arising out in such Releasing Party’s capacity as a current or former director, officer, manager, partner, member, direct or indirect equityholder, employee or agent of Newco, the Company or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangementtheir respective Affiliates, whether written arising from or oral, in connection with the Transactions or any other relationship, involving Executive and/or any Releasee, agreement or understanding (ii) breach of any express in effect on or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant prior to the AGE DISCRIMINATION IN EMPLOYMENT ACTEffective Time) or otherwise, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common at law or in equity, and that such Releasing Party ever had, now has or hereafter can, shall or may have or assert it has against any of the Released Parties, in each case whether known, unknown or capable of being known, or whether or not the facts that could give rise to or support such a claim are known or should have been known, except for any Retained Claims (iiias defined in Section 1(d)) any other matter (each of which is referred to herein as the foregoing, except for any Retained Claims, a "“Claim"); provided”, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreementand collectively, the Change “Claims”), and shall not seek to recover any amounts in connection therewith or thereunder from any of Control Agreement or under the Released Parties and hereby releases the Released Parties from any written Company benefit plansand all actions with respect thereto. WITHOUT LIMITING THE FOREGOING, any 401(k) planEXCEPT FOR ANY RETAINED CLAIMS, any pension plan and any similar planEACH RELEASING PARTY EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE STATUTE OR COMMON LAW PRINCIPLE OF ANY JURISDICTION IN THE CONTEXT OF A GENERAL RELEASE, to the extent Executive is entitled to benefits under the respective terms thereofWHICH STATUTE GENERALLY PROVIDES FOR THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER OR ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MAY HAVE MATERIALLY AFFECTED HIS, HER OR ITS SETTLEMENT WITH THE DEBTOR.” EACH RELEASING PARTY ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS.
Appears in 2 contracts
Samples: Form of Release Agreement (GPAQ Acquisition Holdings, Inc.), Form of Release Agreement (Gordon Pointe Acquisition Corp.)
General Release of Claims. In consideration for the amounts described in Section 2(a) of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt which you acknowledge are not otherwise owed to you, you understand and sufficiency of which is hereby acknowledgedagree that you are knowingly and voluntarily releasing, Executive, on his behalf waiving and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, on your own behalf and on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”), the Company and each its parents, affiliates, subsidiaries and members, predecessors, successors or assigns, and any of Company's its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, representatives, stockholders, predecessors, successors, assignsconsultants, agents, attorneysboth individually and in their business capacities, divisionsand employee benefits plans and trustees, subsidiaries fiduciaries, and affiliates administrators of those plans (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as the “Released Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, your other service provided to the Company and its affiliates, separation from employment and service with the Company, or your treatment by the Company while in service with and in the employ of the Company or a subsidiary thereof, all claims under any applicable law, and all other claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rights, demands, grievances, costs, losses, debts, and expenses damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys' ’ fees and costs incurredcosts) (collectively “Claims”), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 2 contracts
Samples: Separation Agreement (Addus HomeCare Corp), Separation Agreement (Addus HomeCare Corp)
General Release of Claims. In 3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the covenants other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies, and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever discharges and absolves Company, its parents, subsidiaries, and affiliates (“Advantage Companies”) and each of their respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators, executors, representatives, predecessors, successors, assigns, related organizations, and related employee benefit plans (collectively, the “Company Releasees”), of, from and for any and all claims, rights, causes of action, demands, damages, rights, remedies, and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present, or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising out of or related to Executive set forth herein Employee’s employment with Company or the termination of Employee’s employment by Company (hereinafter referred to as “Employee’s Released Claims”), from the beginning of time up to and in including the Effective Date, including without limitation, any claims, debts, obligations, and causes of action of any kind arising under any (i) contract including but not limited to the Employment Agreement and Change any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims), or (iii) any federal, state, or local statutory law including, without limitation, any law which prohibits discrimination or harassment on the basis of Control Agreementsex, race, national origin, veteran status, age, immigration, or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors Age Discrimination in interest (collectivelyEmployment Act, the "Derivative Claimants" Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, hour laws (to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting byand/or any state or local laws which prohibit discrimination or harassment of any kind, throughincluding, under or in concert with any of them (collectivelywithout limitation, the "Releasees" California Family Rights Act and each a "Releasee")the California Fair Employment and Housing Act; provided, however, that Employee’s release does not waive, release, or otherwise discharge any claim or cause of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, action that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreementcannot legally be waived, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith claim for workers’ compensation benefits and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofunemployment benefits.
Appears in 2 contracts
Samples: Employment Agreement (Advantage Solutions Inc.), Employment Agreement (Advantage Solutions Inc.)
General Release of Claims. In consideration (i) Effective on the execution of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreementthis Amendment, the receipt and sufficiency of which is hereby acknowledged, ExecutiveBorrower Parties, on his their own behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directorstheir respective past, officers, employees, representatives, stockholders, present and future predecessors, successors, subsidiaries, parent entities, assigns, shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers, directors, attorneys, agents, attorneysother representatives, divisions, subsidiaries insurers and affiliates (any other individuals and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons entities claiming or acting by, through, under or in concert with any of them the Borrower Parties (collectively, the "Releasees" and each a "Releasee"“Borrower Party Releasors”), hereby fully and forever release, relinquish, discharge and acquit the Lender, and its past, present, and future predecessors, successors, subsidiaries, parent entities, assigns, participants, shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers, directors, attorneys, agents, other representatives, insurers and any other individuals and/or entities claiming or any acting by, through, under or in concert with each such entity or individual (the “Lender Releasees”), of them, and from and against any and all chargesall, complaintsexisting or accrued as of the Effective Date, claims, demands, obligations, duties, liabilities, damages, actionsexpenses, claims of offset, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suitssums of money, rightsaccounts, demandscompensation, grievancescontracts, controversies, promises, damages, costs, losseslosses and remedies therefor, debtschoses in action, rights of indemnity or liability of any type, kind, nature, description or character whatsoever, arising, directly or indirectly, in any manner from and/or out of (i) the Loan, the Loan Documents and/or the Collateral, (ii) the Lender’s acts, statements, conduct, representations and omissions made in connection therewith, including, without limitation, the disbursement of funds from the Collection Account, the Lockbox Account or the Reserve Account (collectively, the “Accounts”) or any election of the Lender to refrain from any such disbursements, and expenses the negotiation of this Amendment, or (including attorneys' fees and costs incurred)iii) any fact, of any nature whatsoevermatter, transaction or event relating thereto, whether known or unknown, that Executive suspected or unsuspected, whether now hasexisting or hereafter arising, ownswhich could, might or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or may be claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangementexist, whether written liquidated or oralunliquidated, or any other relationship, involving Executive and/or any Releasee, each though fully set forth herein at length (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impactthe “Released Claims”), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 2 contracts
Samples: Loan Agreement (Lease Equity Appreciation Fund I Lp), Loan Agreement (Lease Equity Appreciation Fund II, L.P.)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "“Derivative Claimants" ” and each a "“Derivative Claimant"”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's ’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "“Releasees" ” and each a "“Releasee"”), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' ’ fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACTAge Discrimination in Employment Act, TITLE Title VII OF THE CIVIL RIGHTS ACT OF of the Civil Rights Act of 1964, AS AMENDEDas amended, THE EQUAL PAY ACTthe Equal Pay Act, 42 U.S.C. SECTIONS Sections 1981, 1983, OR or 1985, THE VOCATIONAL REHABILITATION ACT OF the Vocational Rehabilitation Act of 1977, THE AMERICANS WITH DISABILITIES ACTthe Americans with Disabilities Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "“Claim"”); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement, that certain Independent Contractor Agreement entered into on or about the date hereof between Executive and Company or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 2 contracts
Samples: Release Agreement, Release Agreement and Covenant (PRG Schultz International Inc)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement(a) The Employee, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his himself, the Employee’s spouse, heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessorsexecutors, successors, assigns, agentsand all other persons claiming through the Employee (collectively, attorneysthe “Releasers”), divisionsdoes hereby voluntarily, subsidiaries knowingly, and affiliates (willingly release, waive, and agentsforever discharge Parent, Company, together with their affiliates, together with each of their current, former or future directors, officers, partners, agents, members, employees, representatives trustees, stockholders, investors, joint ventures, representatives, and attorneys attorneys, and each of such stockholderstheir respective subsidiaries, affiliates, estates, predecessors, successors, successors and assigns, divisionsboth individually and in their official capacities (each, subsidiaries individually, a “Releasee” and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "“Releasees" ”) from, and each a "Releasee"), or does fully waive any obligations of any of themthe Releasees to Releasers for, from any and all charges, complaints, claims, damagesrights, actions, charges, causes of action, demands, damages, claims for relief, complaints, remuneration, sums of money, suits, rightsdebts, covenants, contracts, agreements, promises, obligations, demands, grievancesaccounts, costs, losses, debts, and expenses (including attorneys' ’ fees and costs incurred), costs) or liabilities of any nature kind whatsoever, whether known or unknown, that Executive contingent or absolute (collectively, “Claims”), which the Employee or any other Releaser ever had, now has, ownsor may hereafter claim to have by reason of any matter, cause, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold thing whatsoever: (i) arising from the beginning of time up to the date that Executive signs the Employee executes this AgreementRelease, including, including but not limited to, those claims (A) any such Claims relating in any way to the Employee’s employment with the Company or any other Releasee, and (B) any such Claims arising under any federal, local, or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination Act of 2008, the Connecticut Fair Employment Practices Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived or released; (ii) arising out of or relating to the termination of the Employee’s employment; or (iiii) arising under or relating to any policy, agreement, commitmentunderstanding, contractor promise, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, formal or informal, between the Company or any other relationshipReleasee and the Employee (including, involving Executive and/or any Releaseewithout limitation, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof).
Appears in 1 contract
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control AgreementFor value received, the receipt and sufficiency of which is hereby acknowledgedXXXXXXX XXXXXX (hereinafter “Employee”), Executivefor Employee, on his behalf and on behalf of his Employee’s spouse, children, heirs, devisees, legatees, executors, administrators, personal successors, and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"hereinafter “Releasors”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by consistent with law, Company hereby fully and each of Company's directorsforever releases, officersacquits, employeesdischarges, representativesand promises not to xxx XXXX RESORTS, LIMITED (hereinafter “the Employer”), and its past, present, and future parent and/or subsidiary entities, divisions, affiliates, and any past, present, or future partners, owners, joint venturers, stockholders, predecessors, successors, assignsofficers, directors, administrators, employees, agents, representatives, attorneys, divisionsheirs, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successorsexecutors, assigns, divisions, subsidiaries and affiliates)retirement plans and/or their trustees, and all persons acting byany other person, throughfirm, under or in concert corporation with whom any of them is now or may hereafter be affiliated (collectively, the "hereinafter “Releasees" and each a "Releasee"”), or any of them, from over any and all charges, complaints, claims, damagesdemands, actionsobligations, losses, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsattorney’s fees, liabilities, and expenses (including attorneys' fees and costs incurred), indemnities of any nature whatsoever, whether now known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those to any claims arising out of or in any manner relating to (i) any agreementEmployee’s employment with or separation from employment with the Employer, commitmentwhether based on race, age, disability, national origin, religion, gender, sexual orientation, marital status, veteran status, protected activity, compensation and benefits from employment, including stock, stock options, stock option agreements, and retirement plans, whether based on contract, mortgagetort, deed of truststatute, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation legal or arrangementequitable theory of recovery, whether written mature or oralto mature in the future, which up to the date of this Release Employee had, now has, or claims to have against the Employer or any other person or entity described above. Employee herewith forfeits all rights to any stock, stock options, or under any stock option agreements. Without limiting the foregoing, this Release applies to any and all matters, except those related to the enforcement of the terms contained within the Separation Agreement, that have been or which could have been asserted in a lawsuit or in any state or federal judicial or administrative forum, up to the date of this Release, specifically including, but not by way of limitation, claims under the Equal Pay Act, the Family and Medical Leave Act, as amended, the National Labor Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Post-Civil War Reconstruction Acts, as amended (42 U.S.C. §§ 1981-1988), the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Genetic Information Nondiscrimination Act of 2008, the Employee Retirement Income Security Act of 1974, as amended, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, any other federal statute, any state civil rights act, any state statutory wage claim such as those contained in Chapter 608 of the Nevada Revised Statutes, any other statutory claim, any claim of wrongful discharge, any claim in tort or contract, any claim seeking declaratory, injunctive, or equitable relief, or any other relationship, involving Executive and/or any Releasee, (ii) breach claim of any express type whatsoever arising out of the common law of any state. Notwithstanding the above, this release does not apply to any rights, obligations or implied contractclaims governed by Chapter 612 of the Nevada Revised Statutes pertaining to unemployment compensation. This release also does not limit any party’s right, breach where applicable, to file an administrative charge or participate in an investigative proceeding of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local lawgovernmental agency, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein but does operate as a "Claim"); provided, however, that nothing contained herein shall operate to release waiver of any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, personal recovery if related to the extent Executive is entitled claims released herein. Employee represents that he has been afforded an opportunity to benefits under consult with counsel with respect to the respective terms thereof.agreements, representations and declarations set forth in the above Paragraphs before signing this Release. /s/ Xxxxxxx Xxxxxx ____________________________________ XXXXXXX XXXXXX
Appears in 1 contract
Samples: Separation Agreement and Release (Wynn Resorts LTD)
General Release of Claims. In consideration (a) Effective on the execution of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control this Agreement, the receipt and sufficiency of which is hereby acknowledged, ExecutiveBorrower, on his its own behalf and on behalf of his heirseach of its respective past, deviseespresent and future predecessors, legateessuccessors, executorssubsidiaries, administratorsparent entities, personal and legal representativesassigns, assigns and successors in interest (collectivelyshareholders, the "Derivative Claimants" and each a "Derivative Claimant")partners, hereby IRREVOCABLYmembers, UNCONDITIONALLY AND GENERALLY RELEASESowners, ACQUITSother principals, AND FOREVER DISCHARGESaffiliates, managers, and, with respect to the fullest extent permitted by law, Company Borrower and each of Company's directorsthe other foregoing entities and individuals, officers, employees, representatives, stockholders, each of their respective predecessors, successors, assigns, agentsand past and present shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers, directors, attorneys, divisions, subsidiaries and affiliates (and agents, directorsother representatives, officers, employees, representatives insurers and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries any other individuals and affiliates), and all persons entities claiming or acting by, through, under or in concert with any of them each such entity or individual (collectively, the "Releasees" and each a "Releasee"“Borrower Releasors”), hereby fully and forever release, relinquish, discharge and acquit each Lender and its past, present and future predecessors, successors, subsidiaries, parent entities, assigns, participants, shareholders, partners, members, owners, other principals, affiliates, managers, and, with respect to each of the foregoing entities and individuals, each of their respective predecessors, successors, assigns, participants and past and present shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers, directors, attorneys, agents, other representatives, insurers and any other individuals and/or entities claiming or any acting by, through, under or in concert with each such entity or individual (the “Lender Releasees”), of them, and from and against any and all chargesclaims, complaintsdemands, claimsobligations, duties, liabilities, damages, actionsexpenses, claims of offset, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suitssums of money, rightsaccounts, demandscompensation, grievancescontracts, controversies, promises, damages, costs, losseslosses and remedies therefor, debtschoses in action, and expenses (including attorneys' fees and costs incurred), rights of indemnity or liability of any nature type, kind, nature, description or character whatsoever, arising, directly or indirectly, that may have arisen prior to the Effective Date in any manner from and/or out of (i) the Loan(s) made pursuant to the applicable Loan Agreement, the other Loan Documents and/or the Collateral, (ii) each Lender’s acts, statements, conduct, representations and omissions made in connection therewith, including, without limitation, the terms and conditions of this Agreement, or (iii) any fact, matter, transaction or event relating thereto, whether known or unknown, that Executive suspected or unsuspected, whether now hasexisting or hereafter arising, ownswhich could, might or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or may be claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangementexist, whether written liquidated or oralunliquidated, or any other relationship, involving Executive and/or any Releasee, each though fully set forth herein at length (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"“Released Claims”); provided, however, that nothing contained herein the foregoing release shall operate not apply to release any obligations obligations, covenants or agreements of Company, its successors or assigns arising any of the released parties which arise under any claims under the Employment this Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 1 contract
General Release of Claims. In consideration of (a) As a condition and inducement to the covenants from Company Purchaser’s willingness to Executive set forth herein consummate the Transactions, for good and in the Employment Agreement and Change of Control Agreementvaluable consideration, the receipt and legal sufficiency of which is hereby acknowledgedacknowledged by each Seller, Executiveeffecting upon the Closing, on his behalf each Seller knowingly and on behalf voluntarily releases and forever discharges: (i) the Company and its subsidiaries, affiliates, officers, directors, employees, agents and representatives and the successors and assigns of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest all of the foregoing (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, “Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, Released Parties”) from any and all charges, complaints, claims, damagescontroversies, actions, causes of action, suitscross-claims, counter-claims, rights, demands, grievances, costs, losses, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and expenses (including attorneys' fees and costs incurred)’ fees, or liabilities of any nature whatsoeverwhatsoever in law and in equity, both past and present (through the date of this general release) and whether known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or heldsuspected, or claimed to against any of the Company Released Parties that the Seller or any of his, her or its successors or assigns may have, own, relating in any way to or hold in connection with any matter or thing from the beginning of time the world to the date that Executive signs this Agreement, hereof including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliationwithout limitation, any request rights that the Seller may have to submit to a drug be indemnified by any Company Released Party under the terms of the certificate of incorporation or polygraph test, and/or whistleblowing, whether said claim(sbylaws (or similar organizational documents) are brought or pursuant to any indemnification agreement between the AGE DISCRIMINATION IN EMPLOYMENT ACTSeller and a Company Released Party (subject to the provisos below, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under all of the common law or in equity, and (iii) any other matter (each of which is foregoing collectively referred to herein as a "Claim"the “Company Claims”); and (ii) the Purchaser and its subsidiaries, affiliates, officers, directors, employees, agents and representatives and the successors and assigns of all of the foregoing (collectively, the “Purchaser Released Parties”, and together with the Company Released Parties, the “Released Parties”) from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, rights, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this general release) and whether known or unknown, suspected, or claimed against any of the Purchaser Released Parties that the Seller or any of his, her or its successors or assigns may have, relating in any way to or in connection with any and all actions taken by any Purchaser Released Party from the beginning of the world to the date of this general release in connection with: (A) the preparation, negotiation, execution or consummation of this Agreement or any of the schedules and exhibits thereto, or in connection with any of the Transactions; and (B) the Company and its subsidiaries (subject to the immediately following proviso, all of the foregoing collectively referred to herein as the “Purchaser Claims”); provided, however, that nothing contained herein shall operate to no release is given hereunder in respect of any obligations of Company, its successors or assigns arising under required to be performed by any claims Released Party under the Employment Agreementterms of this Agreement after the date hereof. Each Seller represents that he, she or it has made no assignment or transfer of any of the Purchaser Claims or the Company Claims herein above mentioned or implied. In signing this general release, each Seller acknowledges and intends that it shall be effective as a bar to each and every one of the Purchaser Claims or the Company Claims herein above mentioned or implied. Each Seller expressly consents that this general release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Purchaser Claims or the Company Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Purchaser Claims or the Company Claims), if any, as well as those relating to any other Purchaser Claims or the Company Claims herein above mentioned or implied. Each Seller acknowledges and agrees that this waiver is an essential and material term of this general release and that without such waiver the Purchaser would not have agreed to consummate the Transactions. Each Seller further agrees that in the event it should assert any Company Claim seeking damages against any of the Company Released Parties or any Purchaser Claim seeking damages against any of the Purchaser Released Parties, this general release shall serve as a complete defense to any such Claim. Each Seller further agrees that there does not exist any Claim of the type described in or implied by this paragraph hereof and it is not aware of any pending or threatened Purchaser Claims or the Company Claims of the type described in or implied by this paragraph. Each Seller agrees that if he, she or it violates this general release by suing any Released Parties, the Change Seller will pay all costs and expenses of Control Agreement defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees. Each Seller acknowledges and agrees that there may hereafter discover facts different from or under in addition to those now known, or believed to be true, regarding the subject matter of this general release and further acknowledges and agrees that this general release shall remain in full force and effect, notwithstanding the existence of any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofdifferent or additional facts.
Appears in 1 contract
Samples: Share Purchase Agreement (Ocz Technology Group Inc)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control AgreementI, the receipt and sufficiency of which is hereby acknowledgedXxxx Xxxxx, Executive, on his behalf and on behalf of his myself and my heirs, devisees, legatees, executors, administratorsadministrators and assigns hereby release, personal acquit and legal representativesforever discharge (i) the Company Group, assigns (ii) Xxxxxxx, Dubilier & Rice, LLC and successors 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 interest CHC Group Ltd. 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, (collectivelyiii) the officers, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officersagents, servants, executives, employees, representativesmembers and stockholders or equity holders of any of the foregoing, stockholders, (iv) the predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates assigns of any of the foregoing (both individually and agents, directors, officers, employees, representatives in their official capacities) and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), (v) any and all persons acting byemployee pension benefit or welfare benefit plans of the Company Group (all of the foregoing, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, “Company Released Parties”) from any and all chargescovenants, complaintscontracts, claims, damagescharges, actionsliabilities, demands, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsattorneys’ fees, damages, indemnities and expenses obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (including attorneys' fees and costs incurred)other than any claim, whether now or in the future, for indemnification I may have as a result of any nature whatsoeverthird party action against me based on my employment with the Company Group) existing or claimed to exist now or in the future against any Company Released Party, known arising out of or unknownin any way related to agreements, that Executive now hasevents, owns, acts or holds, or claims to have, own, or hold, or which Executive conduct at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time prior to the date that Executive signs I execute this AgreementGeneral Release, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.:
Appears in 1 contract
Samples: Separation Agreement and General Release (CHC Group Ltd.)
General Release of Claims. In consideration Subject to the terms of this Agreement and except as expressly set forth herein, and in exchange for and as a part of the covenants from Company to Executive consideration set forth herein herein, the Employee and his heirs, executors and/or administrators, representatives, lawyers, counselors, advisors, agents, and any entity in which the Employee has ownership in or controls, hereby fully release and discharge the Company, including without limitation its past and present subsidiaries, affiliates, officers, directors, partners, employees, successors-in-interest, assigns, representatives, insurers, lawyers, counselors, advisors and agents, of and from any and all conceivable known or unknown past, present, or future liabilities, debts, claims, causes of action, attorneys’ fees, demands for damages, costs, indemnification (except as otherwise provided herein), contribution, or any other thing, of any kind or nature whatsoever, for which the Company has or may have (except as otherwise provided herein), or any contribution, whether certain or speculative, fully or partially accrued, inchoate, springing, contingent, questioned or doubtful, which the Employee has, may have, or has had at any time prior hereto, or which may be brought in the Employment Agreement and Change future in connection with any acts or omissions whether known or unknown which have occurred at any time prior to the Resignation Date, or in connection with any duties or functions for, or obligations of, any type to the Employee. Subject to the terms of Control this Agreement, the receipt Employee covenants not to sue the Company for any matter or claim covered by this release and sufficiency that any such lawsuit is a breach of which is hereby acknowledged, Executive, on his behalf this covenant and on behalf release. Without limiting the generality of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectivelythe foregoing, the "Derivative Claimants" claims the Employee is waiving include, but are not limited to, (a) any claims, demands, and each a "Derivative Claimant"causes of action alleging violations of public policy, or of any federal, state, or local law, statute, regulation, executive order, or ordinance, or of any duties or other obligations of any kind or description arising in law or equity under foreign, federal, state, or local law, regulation, ordinance, or public policy having any bearing whatsoever on the terms or conditions of the Employee’s employment with or by the Company or the termination of the Employee’s employment with the Company or any association or transaction with or by the Company; (b) all claims of discrimination or harassment on the basis of age, sex, race, national origin, religion, sexual orientation, disability, veteran status or any other legally protected category; (c) all claims under any state law; (d) all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, 42 U.S.C. § 1981, and all other federal, state and local fair employment and anti-discrimination laws, all as amended; (e) all claims under the Worker Adjustment and Retraining Notification Act and similar state and local statutes, all as amended; (f) all claims under the National Labor Relations Act, as amended; (g) all claims under the Family and Medical Leave Act and other federal, state and local leave laws, all as amended; (h) all claims under the Employment Retirement Income Security Act, as amended (except with respect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of such plan and applicable law); (i) all claims under the False Claims Act, the Securities Exchange Act of 1934, the Commodity Exchange Act, the Consumer Financial Protection Act, the American Recovery and Reinvestment Act, the Foreign Corrupt Practices Act, and the EU Competition Law, all as amended; (j) all claims under any principle of common law or sounding in tort or contract; (k) all claims concerning any right to reinstatement; (l) all claims under the Immigration Reform and Control Act; (m) all claims under the Fair Credit Reporting Act; (n) all claims under any state or local laws similar to the immediately aforementioned laws; and (o) all claims for attorneys’ fees, costs, damages or other relief (monetary, equitable or otherwise), hereby IRREVOCABLYwhether under foreign, UNCONDITIONALLY AND GENERALLY RELEASESfederal, ACQUITSstate or local law, AND FOREVER DISCHARGESwhether statutory, regulatory or common law, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time . Notwithstanding anything contained herein to the date that Executive signs contrary, this Agreement, including, but release and covenant specifically exclude and shall not limited to, those claims arising out of or relating apply to (i) any agreement, commitment, obligations due the Employee pursuant to this Agreement for any Benefits; (ii) the Employee’s rights to coverage under any fiduciary and/or directors and officer insurance policy purchased or obtained by or on behalf of the Company under which the Employee is insured or to indemnification and/or advancement of legal fees and other costs under any contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right by-law or other instrumentarrangement that would cover the Employee (including as a fiduciary of any employee benefit plan) but for this release and covenant; (iii) claims with respect to any vested pension/401(k) benefits, document, obligation or arrangement, whether written or oral, any benefits under the Company’s Supplemental Executive Retirement Plan or any other relationship, involving Executive and/or vested benefit provided under any Releasee, (ii) breach employee health and welfare plan of the Company or any express of its affiliates or implied contract, breach subsidiaries that the Employee may have as of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination the Resignation Date (including disparate treatment and disparate impactany benefits that vest in connection with or as a result of the Employee’s separation from the Company), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and ; (iiiiv) any other matter claims that by law are non-waivable; (each v) claims with respect to any reimbursement of which is referred any business expenses incurred in accordance with applicable Company policies on or prior to herein as a "Claim")the Resignation Date; provided, however, that nothing contained herein shall operate to release any obligations (vi) claims for breach of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control this Agreement or under any written Company benefit plans, any 401(kto enforce the terms of this Agreement; and (vii) plan, any pension plan and any similar plan, claims relating to acts occurring after the extent Executive is entitled to benefits under the respective terms thereofSeparation Date.
Appears in 1 contract
Samples: General Release and Separation Agreement (Vista Outdoor Inc.)
General Release of Claims. In consideration for the amounts described in Sections 2(a) or 2(c) of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt which you acknowledge are not otherwise owed to you, you understand and sufficiency of which is hereby acknowledgedagree that you are knowingly and voluntarily releasing, Executive, on his behalf waiving and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, Company on your own behalf and each on behalf of Company's directorsyour agents, officers, employees, representatives, stockholders, predecessors, successors, assigns, agentsassignees, attorneys, divisionsheirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”), the Company and its affiliates, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, Addus HealthCare, Inc.) and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, consultants, agents, both individually and in their business capacities, and employee benefits plans and trustees, fiduciaries, and administrators of those plans (collectively referred to as the “Released Parties”), of and from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of or relating any aspect of your employment with the Company, your other service provided to (i) any agreementthe Company and its affiliates, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oralseparation from employment and service with the Company, or your treatment by the Company while in service with and in the employ of the Company or a subsidiary thereof, all claims under any applicable law, and all other relationshipclaims, involving Executive and/or any Releaseecharges, (ii) breach complaints, liens, demands, causes of any express or implied contractaction, breach of implied covenant of good faith and fair dealingobligations, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination damages (including disparate treatment and disparate impactpunitive or exemplary damages), hostile work environmentliabilities or the like (including without limitation attorneys’ fees and costs) (collectively “Claims”), sexual harassment, retaliation, any request including but not limited to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 1 contract
General Release of Claims. In consideration of the covenants from Company to Executive set forth obligations undertaken herein and in by the Employment Agreement and Change of Control AgreementCompany, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf for himself and on behalf of his heirs, devisees, legateesassigns, executors, administrators, personal agents, successors in interest, and legal representatives, hereby expressly releases, acquits and absolutely and forever discharges Bar Harbor Bankshares, Bar Harbor Bank & Trust, the Company Group, its or their current or former parents, subsidiaries, affiliates, divisions, predecessors, successors, subrogees, assigns and successors in interest (collectivelyrelated companies, the "Derivative Claimants" and each a "Derivative Claimant")and all of their current or former agents, hereby IRREVOCABLYofficers, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officersshareholders, members, employees, representatives, stockholdersmanagers, attorneys, successors, predecessors, successorsadministrators, assignsheirs, agentsexecutors, attorneystrustees, divisionsemployee welfare benefit plans, subsidiaries assigns and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)insurers, and all persons acting by, through, under or in concert with any of them, and each of them (collectively, referred to collectively as the "“Company Releasees" and each a "Releasee"”), or any of them, and from any and all chargesclaims, demands, complaints, claims, damages, actionsliabilities, causes of action, suitscontroversies, damages, charges, agreements, promises, obligations, rights, demandsactions, grievancesremedies, costssuits, lossesinjuries, debts, expenses, and expenses (including claims for attorneys' fees and costs incurred)’ fees, whether at law or in equity, of any kind or nature whatsoever, whether asserted or unasserted, whether known or unknown, that whether disclosed or undisclosed, and whether suspected or unsuspected, which the Executive now has, owns, owns or holds, or claims to have, own, own or hold, or which the Executive at any time heretofore had, owned, owned or held, or claimed to havehave had, ownowned or held, against the Company Releasees, and each or hold any of them, from the beginning of time up to and including the date that the Executive signs executes this Agreement, including, but not limited to, those claims (a) any and all claims, losses, injuries or damages of any kind whatsoever resulting from, arising out of or connected directly or indirectly with the Executive’s employment with the Company or the termination of that employment, (b) any and all claims of any kind whatsoever resulting from, arising out of or connected directly or indirectly with any other relationship between the Executive and the Company or any of the Company Releasees, (c) any and all claims or rights under the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act of 1988, the National Labor Relations Act, Executive Order 11246, the Maine Human Rights Act, the New Hampshire Law Against Discrimination, or any other federal, state or local laws, regulations or ordinances prohibiting employment discrimination, harassment or retaliation, (d) any and all claims or rights under any federal, state or local laws, regulations or ordinances prohibiting retaliation against whistleblowers, including, but not limited to, the Maine Whistleblower Protection Act, (e) any and all claims or rights under federal, state or local laws, regulations or ordinances relating to the payment of wages, bonuses, incentives and other compensation to employees, (f) any and all claims or rights under the federal Family and Medical Leave Act or any state or local leave laws, regulations or ordinances, including, but not limited to, the Maine Family and Medical Leave Act, (g) any and all claims or rights arising out of any legal restrictions on a company’s right to terminate its employees, (h) any and all claims or rights under any change-in-control or severance plan, (i) any agreementand all rights, commitmententitlements, contractclaims or obligations of any kind whatsoever relating to, mortgagearising out of or connected directly or indirectly with any employment agreements, deed of trustletter agreements, bondcommission agreements, indenture, lease, license, note, franchise, certificate, option, warrant, right incentive plans or other instrument, document, obligation or arrangement, whether written or oral, compensation agreements with the Company or any other relationshipof the Company Releasees, involving Executive and/or any Releasee, and (iij) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, claims or rights under federal, regulatory, state or local laws or common law. Notwithstanding the foregoing, this release shall not release or under otherwise affect or limit: (i) the common law rights and obligations of the Parties arising out of this Agreement; (ii) any and all claims, obligations or liabilities of any kind whatsoever resulting from, arising out of or connected directly or indirectly with any consumer or commercial banking or other business Initials:5 Company: Confidential Executive: relationship or dealings (i.e., not employment related) between the Company or any of the Company Releasees and the Executive or any entities owned or controlled by the Executive in whole or in equity, and part; (iii) government-mandated benefits such as unemployment compensation or COBRA; (iv) any vested ERISA benefits or vested equity rights; (v) any right the Executive may have to file a charge or complaint with any federal, state or local governmental agency or authority charged with the enforcement of any laws, or to participate in or cooperate with any investigation or proceeding conducted by any such agency; (vi) any future claims that arise solely and completely after the Executive executes this Agreement; (vii) any other matter claims which by law cannot be released. This release also does not release any right the Executive might have to file a claim for or receive workers’ compensation indemnity or medical benefits; however, by signing this Agreement, the Executive affirms that he has reported all his workplace injuries and occupational diseases to the Company. This release is binding upon the heirs, successors and assigns of the Executive and the administrator/executor of his estate. By signing this Agreement, the Executive represents, acknowledges and agrees that: (i) the Company properly provided any leave of absence because of the Executive’s or a family member’s health condition and the Executive has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (ii) he has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Company Releasees; (iii) he has reported any pending judicial or administrative complaints, claims, or actions filed against the Company or any other Company Releasees; and (iv) he has not raised a claim of sexual harassment or abuse with the Company. By signing this Agreement, the Executive promises, covenants and agrees to the fullest extent permitted by law, never to commence, aid in any way, prosecute or cause to be commenced or prosecuted any action or other proceeding based upon any claims, demands, causes of action, obligations, damages or liabilities which are released by this Agreement. The Executive promises, covenants and agrees to indemnify and hold harmless the Company and each or any of the Company Releasees, from and against any and all claims, demands, causes of actions, obligations, damages or liabilities, including court costs and reasonable attorneys’ fees, arising from or incurred in connection with any action or proceeding brought, filed or prosecuted by the Executive contrary to the provisions of this Agreement. The Executive acknowledges and agrees that the above stated release releases and precludes any claims of which the Executive is referred not now aware and of which he may only become aware at some later date. Nevertheless, the Executive fully and freely intends to herein as a "Claim"); providedand does, howeverby executing this Agreement, that nothing release any such claims. Nothing contained herein shall operate be construed to alter, limit or release any obligations right to indemnification, advancement of expenses, and similar rights the Executive may have pursuant to applicable law or the Company’s governance instruments, its successors or assigns arising any coverage the Executive may have under any claims under insurance maintained by or on behalf of the Employment Agreement, Company relating to actions by the Change Executive on behalf of Control Agreement or under any written the Company benefit plans, any 401(k) plan, any pension plan within the scope of and any similar plan, to during the extent Executive is entitled to benefits under course of his employment with the respective terms thereof.Company.
Appears in 1 contract
Samples: Separation Agreement and General Release (Bar Harbor Bankshares)
General Release of Claims. a. In consideration of and subject to performance by the covenants from Company to of its obligations under that certain Employment Agreement, dated December 18, 2017, by and between the Company and Executive (the "Employment Agreement"), including without limitation, the payments (less all applicable federal, state and local withholdings) set forth herein in Section 5(c) of the Employment Agreement, and subject to the Company's execution and delivery of this Agreement in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest space provided below (collectively, the "Derivative Claimants" Consideration") Executive, on behalf of himself and each a his agents, heirs, executors, successors and assigns (collectively, the "Derivative ClaimantExecutive Parties"), hereby IRREVOCABLYknowingly and voluntarily releases, UNCONDITIONALLY AND GENERALLY RELEASESremises, ACQUITSand forever discharges the Company, AND FOREVER DISCHARGESForterra US Holdings, LSF9 Stardust Holdings, L.P., LSF9 Stardust Holdings Ltd., Lone Star Fund IX (U.S.), L.P., and, to the extent that they could be liable in respect of their positions with any of the foregoing, each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each of their respective affiliates, and each of the above listed person's heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the "Company Released Parties"), to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsomissions, promises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that suspected or unsuspected, both in law and equity ("Claims"), which Executive ever had, now has, ownsor may hereafter claim to have against the Company Released Parties by reason of any matter, cause or thing whatsoever arising out of or connected with the undersigned Executive's employment with, or holdsseparation or termination from, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold the Company from the beginning of time to the date that Executive time he signs this AgreementAgreement (the "General Release"). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims arising out of or relating any Claims with respect to (i) Executive's entitlement to any agreementwages, commitmentbonuses, contractbenefits, mortgagepayments, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrumentforms of compensation; any claims of wrongful discharge, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied the covenant of good faith and fair dealing, misrepresentationviolation of public policy, interference with contractual or business relationsdefamation, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction emotional distress; any Claims of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation any type that Executive may have arising under the common law; any Claims under Title VII of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF Civil Rights Act of 1964, AS AMENDEDthe Civil Rights Act of 1991, THE EQUAL PAY ACTthe Age Discrimination in Employment Act of 1967, 42 U.S.C. SECTIONS 1981the Older Workers Benefit Protection Act, 1983the Americans With Disabilities Act, OR 1985the Family and Medical Leave Act, THE VOCATIONAL REHABILITATION ACT OF 1977the Employee Retirement Income Security Act, THE AMERICANS WITH DISABILITIES ACTthe Fair Labor Standards Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or the federal Workers' Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other constitutional, federal, regulatory, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the common law or in equityCompany Released Parties and Executive, and (iii) any other matter (each of which is referred to herein as a "Claim"); providedshall further apply, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planwithout limitation, to any and all Claims in connection with, related to or arising out of Executive's employment relationship, or the extent Executive is entitled to benefits under termination of his employment, with the respective terms thereofCompany or any Company Released Party.
Appears in 1 contract
General Release of Claims. 3.1. In exchange for the consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control provided under this Agreement, the receipt which Employee acknowledges is acceptable and sufficiency of which is hereby acknowledgedsatisfactory to Employee, ExecutiveEmployee, on his behalf for and on behalf of his Employee and each of Employee’s heirs, devisees, legateesadministrators, executors, administrators, personal and legal representatives, beneficiaries, successors and assigns, fully and completely releases the Company together with its affiliates, and each of their respective current and former officers, directors, managers, members, partners, shareholders, agents, employees, employee benefit plans and fiduciaries, trustees, insurers, representatives, attorneys, transferees, recordkeepers, service providers, successors and assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"“Releasees”), hereby IRREVOCABLYcollectively, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)separately, and all persons acting byseverally, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, grievances, injuries, agreements, covenants, promises, demands, damages, actions, causes of action, suitsdebts, rightsliabilities, demandscontroversies, grievancesjudgments, arbitrations, sums of money, wages, attorneys’ fees, costs, losses, debts, and expenses (including attorneys' fees suits of every kind and costs incurred), of any nature whatsoever, foreseen, unforeseen, known or unknown, that Executive which Employee has had, now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold may have against the Releasees from the beginning of time to up until the date that Executive time Employee signs this Agreement, including, but not limited to, those claims arising which arise out of or relating relate in any way to Employee’s employment relationship with the Company or the Releasees or other associations with the Company or the Releasees or any termination thereof, with the exception of (i) any claims which cannot be waived by private agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, ; (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to claims which may arise after the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and date Employee signs this Agreement; (iii) any other matter claims for breach of this Agreement or Section 6 of the Employment Agreement; (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under iv) any claims by Employee for indemnification, advancement or insurance coverage for Employee’s acts or omissions while employed with the Company or any of its affiliates under the Employment Agreement, the Change any articles of Control Agreement incorporation, bylaws, operating agreement, directors and officers insurance policy, or under any written Company benefit plans, any 401(k) other applicable plan, document, agreement, or insurance policy; (v) any pension plan and claim or right Employee may have under COBRA; (vi) any similar plan, to the extent Executive is entitled to claim or right Employee may have for unemployment insurance or workers’ compensation benefits; or (vii) any vested benefits under the respective written terms thereofof a qualified employee pension benefit plan.
Appears in 1 contract
Samples: Employment Agreement (Annaly Capital Management Inc)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control AgreementI, the receipt and sufficiency of which is hereby acknowledgedXxxxxxx X. Xxxxxx, Executive, on his behalf and on behalf of his myself and my heirs, devisees, legatees, executors, administratorsadministrators and assigns hereby release, personal acquit and legal representativesforever discharge (i) the Company Group, assigns (ii) Xxxxxxx, Dubilier & Rice, LLC and successors 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 interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each which serve as the general partner or managing member of Company's any such vehicles or of the general partner or managing members of such vehicles, (iii) the officers, directors, officersagents, servants, executives, employees, representativesmembers and stockholders or equity holders of any of the foregoing, stockholders, (iv) the predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates assigns of any of the foregoing (both individually and agents, directors, officers, employees, representatives in their official capacities) and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), (v) any and all persons acting byemployee pension benefit or welfare benefit plans of the Company Group (all of the foregoing, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, “Company Released Parties”) from any and all chargescovenants, complaintscontracts, claims, damagescharges, actionsliabilities, demands, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsattorneys’ fees, damages, indemnities and expenses obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (including attorneys' fees and costs incurred)other than any claim, whether now or in the future, for indemnification I may have as a result of any nature whatsoeverthird party action against me based on my employment or directorship with the Company Group) existing or claimed to exist now or in the future against any Company Released Party, known arising out of or unknownin any way related to agreements, that Executive now hasevents, owns, acts or holds, or claims to have, own, or hold, or which Executive conduct at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time prior to the date that Executive signs I execute this AgreementGeneral Release, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.:
Appears in 1 contract
Samples: Separation Agreement and General Release (CHC Group Ltd.)
General Release of Claims. a. In consideration of and subject to performance by the covenants from Company to of its obligations under that certain Employment Agreement, dated _____________, 2019, by and between the Company and Executive (the “Employment Agreement”), including without limitation, the payments (less all applicable federal, state and local withholdings) set forth herein in Section 5(c) of the Employment Agreement, and subject to the Company’s execution and delivery of this Agreement in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest space provided below (collectively, the "Derivative Claimants" “Consideration”) Executive, on behalf of himself and his agents, heirs, executors, successors and assigns (collectively, the “Executive Parties”), knowingly and voluntarily releases, remises, and forever discharges the Company, Forterra US Holdings, LSF9 Stardust Holdings, L.P., LSF9 Stardust Holdings Ltd., Lone Star Fund IX (U.S.), L.P., and, to the extent that they could be liable in respect of their positions with any of the foregoing, each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each a "Derivative Claimant"of their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the “Company Released Parties”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsomissions, promises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, ownsor may hereafter claim to have against the Company Released Parties by reason of any matter, cause or thing whatsoever arising out of or connected with the undersigned Executive’s employment with, or holdsseparation or termination from, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold the Company from the beginning of time to the date that Executive time he signs this AgreementAgreement (the “General Release”). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims arising out of or relating any Claims with respect to (i) Executive’s entitlement to any agreementwages, commitmentbonuses, contractbenefits, mortgagepayments, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrumentforms of compensation; any claims of wrongful discharge, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied the covenant of good faith and fair dealing, misrepresentationviolation of public policy, interference with contractual or business relationsdefamation, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction emotional distress; any Claims of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation any type that Executive may have arising under the common law; any Claims under Title VII of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF Civil Rights Act of 1964, AS AMENDEDthe Civil Rights Act of 1991, THE EQUAL PAY ACTthe Age Discrimination in Employment Act of 1967, 42 U.S.C. SECTIONS 1981the Older Workers Benefit Protection Act, 1983the Americans With Disabilities Act, OR 1985the Family and Medical Leave Act, THE VOCATIONAL REHABILITATION ACT OF 1977the Employee Retirement Income Security Act, THE AMERICANS WITH DISABILITIES ACTthe Fair Labor Standards Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other constitutional, federal, regulatory, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the common law or in equityCompany Released Parties and Executive, and (iii) any other matter (each of which is referred to herein as a "Claim"); providedshall further apply, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planwithout limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the extent Executive is entitled to benefits under termination of his employment, with the respective terms thereofCompany or any Company Released Party.
Appears in 1 contract
General Release of Claims. In exchange for the payments and benefits, and other consideration of the covenants from Company provided to Executive set forth herein and in the Employment you by this Agreement and Change of Control Agreementthat you are not otherwise entitled to receive, the receipt and sufficiency of which is hereby acknowledgedyou, Executive, on his behalf and on behalf of his yourself, your spouse and child or children (if any), agents, representatives, attorneys, assignees, heirs, beneficiaries, devisees, legatees, executors, administrators, personal and legal representatives, assigns administrators and successors in interest interest, hereby generally and completely release and forever discharge Payoneer Global Inc. (collectivelythe “Parent”), the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each all of Company's its current, former, and future owners, directors, officers, members, managers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns and past, present, and future owners, directors, officers, members, managers, shareholders, agents, associates, representatives, stockholdersemployees, attorneys, insurers, and any other predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, or legal representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (all of the above collectively, the "Releasees" and each a "Releasee"“Released Parties”), or any of themto the extent permitted by law, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actionsomissions, causes of action, suits, rights, demands, grievances, costs, losses, debtspromises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that Executive suspected or unsuspected, both in law and equity (“Claims”), which you ever had, now has, ownshave, or holdsmay hereafter claim to have against the Released Parties by reason of any matter, cause or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold thing whatsoever arising from the beginning of time to the date that Executive signs time you sign this AgreementAgreement (the “Release”). This Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims any and all Claims of any type that you may have arising under the common law, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of Title 42 of the United States Code, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Sxxxxxxx-Xxxxx Act of 2002, the Equal Pay Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Code, the New York State Worker Adjustment and Retraining Notification Act, Section 125 of the New York Workers’ Compensation Law, and the New York State Constitution, each as amended, and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Released Parties and you, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of your employment, or relating the termination of your employment, with the Company, and all Claims for alleged tortious, defamatory or fraudulent conduct. You further acknowledge and agree that except for the rights and obligations created by this Agreement no other payments or benefits, of any nature, are due to you from any of the Released Parties for any reason whatsoever, and the Released Parties shall have no other obligations to you. You further understand and acknowledge that you cannot and will not file any cause of action, claim, charge or lawsuit for the purpose of obtaining any monetary award, reinstatement of his employment or for any equitable relief. You also understand and acknowledge that you shall not seek or apply for re-employment with any of the Released Parties. You further understand and acknowledge that the term “employment” in this Agreement shall refer to any and all services you provided to any of the Released Parties, whether in the capacity of employee or otherwise. You further acknowledge and understand that you are not releasing any claim that cannot be waived under applicable state or federal law. You are not releasing any claims for breach of this Agreement. You are not releasing (i) any rights that you have to be indemnified (including any right to reimbursement of expenses) arising under applicable law and the Company’s governance documents, any indemnification agreement between you and the Company, or any directors’ and officers’ liability insurance policy of the Company or with respect to any right to equity in the Company held by you, pursuant to an applicable written grant, purchase or award agreement, commitment, contract, mortgage, deed (ii) any claims for unemployment or workers’ compensation benefits; (iii) your rights following the date hereof with respect to any vested equity interests you hold in the Company or any of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right its past or other instrument, document, obligation or arrangement, whether written or oralpresent affiliates; and (iv) any rights to vested benefits under any applicable retirement plan, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or vested rights you may have under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company employee benefit plans, any 401(k) planprograms, any pension plan or policies of the Company and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofits affiliates.
Appears in 1 contract
General Release of Claims. a. In consideration of and subject to performance by the covenants from Company to of its obligations under that certain Employment Agreement, dated , 20 , by and between the Company and Executive (the “Employment Agreement”), including without limitation, the payments (less all applicable federal, state and local withholdings) set forth herein in Section 5(c) of the Employment Agreement, and subject to the Company’s execution and delivery of this Agreement in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest space provided below (collectively, the "Derivative Claimants" “Consideration”) Executive, on behalf of himself and his agents, heirs, executors, successors and assigns (collectively, the “Executive Parties”), knowingly and voluntarily releases, remises, and forever discharges the Company, LSF9 Concrete Mid-Holdings Ltd., LSF9 Concrete Holdings Ltd., LSF9 Concrete Ltd., Lone Star Fund IX (U.S.), L.P., and, to the extent that they could be liable in respect of their positions with any of the foregoing, each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each a "Derivative Claimant"of their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the “Company Released Parties”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsomissions, promises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, ownsor may hereafter claim to have against the Company Released Parties by reason of any matter, cause or thing whatsoever arising out of or connected with the undersigned Executive’s employment with, or holdsseparation or termination from, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold the Company from the beginning of time to the date that Executive time he signs this AgreementAgreement (the “General Release”). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims arising out of or relating any Claims with respect to (i) Executive’s entitlement to any agreementwages, commitmentbonuses, contractbenefits, mortgagepayments, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrumentforms of compensation; any claims of wrongful discharge, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied the covenant of good faith and fair dealing, misrepresentationviolation of public policy, interference with contractual or business relationsdefamation, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction emotional distress; any Claims of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation any type that Executive may have arising under the common law; any Claims under Title VII of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF Civil Rights Act of 1964, AS AMENDEDthe Civil Rights Act of 1991, THE EQUAL PAY ACTthe Age Discrimination in Employment Act of 1967, 42 U.S.C. SECTIONS 1981the Older Workers Benefit Protection Act, 1983the Americans With Disabilities Act, OR 1985the Family and Medical Leave Act, THE VOCATIONAL REHABILITATION ACT OF 1977the Employee Retirement Income Security Act, THE AMERICANS WITH DISABILITIES ACTthe Fair Labor Standards Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other constitutional, federal, regulatory, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the common law or in equityCompany Released Parties and Executive, and (iii) any other matter (each of which is referred to herein as a "Claim"); providedshall further apply, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planwithout limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the extent Executive is entitled to benefits under termination of his employment, with the respective terms thereofCompany or any Company Released Party.
Appears in 1 contract
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "“Derivative Claimants" ” and each a "“Derivative Claimant"”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's ’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "“Releasees" ” and each a "“Releasee"”), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' ’ fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACTAge Discrimination in Employment Act, TITLE Title VII OF THE CIVIL RIGHTS ACT OF of the Civil Rights Act of 1964, AS AMENDEDas amended, THE EQUAL PAY ACTthe Equal Pay Act, 42 U.S.C. SECTIONS Sections 1981, 1983, OR or 1985, THE VOCATIONAL REHABILITATION ACT OF the Vocational Rehabilitation Act of 1977, THE AMERICANS WITH DISABILITIES ACTthe Americans with Disabilities Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "“Claim"”); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement Agreement, or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 1 contract
General Release of Claims. This General Release of Claims (“Release”) is entered into by Xxxx X. Xxxxx (the “Releasor”) as of the Effective Date (as defined herein). In consideration of the covenants from benefits received by the Releasor pursuant to that certain Amended and Restated Employment Agreement, dated as of July 23, 2012, between Jarden Corporation (the “Company”) and the Releasor (the “Employment Agreement”) and that certain Separation Agreement, dated as of the Effective Date, between the Company to Executive set forth herein and in the Employment Agreement Releasor (the “Separation Agreement”), and Change of Control Agreementother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executivethe Releasor, on for himself and for his behalf affiliates, distributees, legal and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, successors and assigns and successors in interest (collectively, the "Derivative Claimants" “Releasor Parties”) does hereby release, acquit and each a "Derivative Claimant")forever discharge the Company and its subsidiaries, hereby IRREVOCABLYaffiliates and successors, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's their respective officers, directors, officersmanagers, employeesmembers, representatives, stockholders, predecessors, successors, assigns, agentsshareholders, attorneys, divisionsbenefit administrators, subsidiaries agents and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them employees (collectively, the "Releasees" “Released Parties”) from, against and each a "Releasee"), or any in respect of them, from any and all charges, complaints, claims, damagescounterclaims, demands, debts, dues, sums of money, bonds, bills, specialties, actions, causes of action, suits, rightscontracts, demandscovenants, grievancescontroversies, costsagreements, lossesobligations, debtsreckonings, promises, variances, accounts, defenses, offsets, deductions, trespasses, damages, judgments, extents, executions and expenses (including attorneys' fees and costs incurred), liabilities of any nature whatsoeverkind of character whatsoever (collectively, “Claims”), known or unknown, that Executive suspected or unsuspected, in contract or in tort, at law or in equity, including such claims and defenses as fraud, mistake, duress and usury, which any or all of the Releasor Parties or their respective heirs, personal representatives, successors and assigns ever had, now has, ownshave, or holdsmight hereafter have against any or all of the Released Parties, jointly or claims to haveseverally, ownfor, upon or holdby reason of any matter, cause or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold thing whatsoever occurring from the beginning of time the world to the date hereof, including without limitation the Releasor’s employment with any of the Released Parties; the Releasor’s compensation, wages, insurance coverage and benefits of any kind; federal, state or local statute or regulation including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991 and 1871, the Americans with Disabilities Act, Age Discrimination in Employment Act, Family & Medical Leave Act, Fair Labor Standards Act, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, and all state and local human rights, discrimination and employment laws and regulations; and any and all claims arising under common law, whether in contract or in tort under the laws of any state; provided, however, that Executive signs excluded from the scope of this Release are (i) any and all Claims that the Releasor Parties may have against the Released Parties arising under the Separation Agreement (including those benefits and rights referred to in Section 3 of the Separation Agreement); (ii) any Claim for indemnification the Releasor may have under applicable laws, under the applicable constituent documents (including bylaws and certificates of incorporation or other similar organizational documents) of any of the Company and its subsidiaries, under any applicable insurance policy any of the Company and its subsidiaries may maintain, or any under any other agreement with the Company or any of its subsidiaries, with respect to any liability, costs or expenses the Releasor incurs or has incurred as a director, officer or employee of any of the Company and its subsidiaries; (iii) any Claim the Releasor may have to obtain contribution as permitted by law in the event of entry of judgment against the Releasor as a result of any act or failure to act for which the Releasor and any of the Company or its subsidiaries are jointly liable; (iv) any Claim that arises after the date of this Release; and (v) the Releasor’s right to file a charge or complaint with the U.S. Equal Employment Opportunity Commission (the “EEOC”) or similar federal or state agency, or his ability to participate in an EEOC investigation or proceeding conducted by such agency, except the Releasor agrees and understands that he will not seek or accept any personal relief including, but not limited to, those an award of monetary damages or reinstatement to employment, in connection with such a charge or claims. The Releasor acknowledges and agrees that the Releasor has either consulted with counsel of his choosing or has had the opportunity to consult with counsel of his choosing and has waived such opportunity, that the Releasor has been advised to do so, that the Releasor has carefully read and fully understands all of the provisions of this Release, and that the Releasor is voluntarily entering into this Release. This Release shall be governed by and construed in accordance with federal law and the laws of the State of Delaware applicable to agreements made and performed in such state and without regard to conflicts of law doctrines. This Release may be signed by facsimile or PDF which shall be treated in all manner and respects as an original signature and with the same binding legal effect. Executive has been given 21 days to consider the terms of this Release and the Separation Agreement, and has been advised to consult with an attorney prior to signing this Release and the Separation Agreement. Executive may sign this Release and the Separation Agreement prior to the expiration of the 21 day period. However, under no circumstances may the Executive sign the Release and Separation Agreement prior to the Separation Date, and any signing of the Release and Separation Agreement prior to the Separation Date shall render the Release and the Separation Agreement null, void and of no effect. Executive further acknowledges and agrees that he will receive in the Separation Agreement consideration in addition to any benefits to which he is otherwise entitled in exchange for the waiver and release of actual or potential claims described in this Release, including but not limited to claims arising out under the Age Discrimination in Employment Act. Executive may, by written notice delivered to the Chief Operating Officer of the Company, revoke this Release at any time within the seven-day period following Executive’s signing of this Release (the “Revocation Period”). This Release shall not become effective or relating to (i) enforceable, and the Company shall not have incurred any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought obligations pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Separation Agreement, until the Change of Control eighth day after the Executive signs this Release and the Separation Agreement or under any written Company benefit plansprovided that Executive has not revoked this Release during the Revocation Period (the “Effective Date”). Releasor: /s/ Xxxx X. Caps Xxxx X. Xxxxx Date: April 15, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.2016
Appears in 1 contract
Samples: Separation Agreement (Jarden Corp)
General Release of Claims. (a) In consideration of for the covenants from Company Separation Payment specified in Section 2 above, which you acknowledge is not otherwise owed to Executive set forth herein you, you understand and in the Employment Agreement agree that you are knowingly and Change of Control Agreementvoluntarily releasing, the receipt waiving and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, Company on your own behalf and each on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Tomback Parties”), the Company's , and its parents, affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, representatives, stockholders, predecessors, successors, assignsconsultants, agents, attorneysboth individually and in their business capacities, divisionsand employee benefits plans and trustees, subsidiaries fiduciaries, and affiliates administrators of those plans (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as the “Company Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Tomback Parties have or may have against Company Parties as of the day you sign this Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rights, demands, grievances, costs, losses, debts, and expenses damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys' ’ fees and costs incurredcosts) (collectively “Claims”), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 1 contract
Samples: Agreement and General Release (Scientific Games Corp)
General Release of Claims. (a) In consideration of exchange for the covenants from Company payments and benefits provided to Executive set forth herein and in the Employment Agreement and Change of Control you under this Agreement, the receipt and sufficiency of to which is hereby acknowledged, Executiveyou would not otherwise be entitled, on his your own behalf and on behalf that of his your heirs, devisees, legatees, executors, administrators, beneficiaries, personal representatives and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries you agree that this Agreement shall be in complete and affiliates (and agents, directors, officers, employees, representatives and attorneys final settlement of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suitsrights and claims, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, whether known or unknown, accrued or unaccrued, contingent or otherwise, that Executive you have had in the past, now has, ownshave, or holds, or claims to might now have, own, in each case arising on or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to before the date that Executive signs you sign this Agreement, including, but not limited in any way related to, those claims connected with or arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right your employment or other instrument, document, obligation or arrangement, whether written or oral, associations with the Company or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express its Affiliates or implied contract, breach the termination of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual the same or business relations, personal injury, slander, libel, assault, battery, negligence, negligent the Employment Agreement or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACTwage and hour, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT wage payment and fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any other constitutional, federal, regulatory, state or local law, regulation or other requirement (collectively, the “Claims”), 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 (collectively, the “Released Parties”), from, and you hereby waive, any and all such Claims; provided that this does not release (i) claims for indemnification in your capacity as an officer or director of the Company under the Company’s Certificate of Incorporation, Bylaws or written agreement to which you are a party, if any, providing for director or officer indemnification (including any director and officer insurance policy), or under applicable law; (ii) rights to receive insurance payments under any policy maintained by the common law or in equity, and Company; (iii) rights to receive any retirement benefits that are accrued and fully vested at the time of your termination; (iv) any other matter claims to vested benefits; (each of which is referred v) claims that cannot be released by law; and (vi) claims to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment enforce this Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.
Appears in 1 contract
Samples: Separation and Transition Agreement (Acceleron Pharma Inc)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in entering into the Employment Consulting Agreement and Change of Control Agreementother good and valuable consideration, the receipt which you acknowledge are not otherwise owed to you, you understand and sufficiency of which is hereby acknowledgedagree that you are knowingly and voluntarily releasing, Executive, on his behalf waiving and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, Company on your own behalf and each on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”), the Company's , its affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, representatives, stockholders, predecessors, successors, assignsconsultants, agents, attorneysboth individually and in their business capacities, divisionsand employee benefits plans and trustees, subsidiaries fiduciaries, and affiliates administrators of those plans (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as the “Released Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rights, demands, grievances, costs, losses, debts, and expenses damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys' ’ fees and costs incurredcosts) (collectively “Claims”), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 1 contract
General Release of Claims. In consideration of the covenants from Company to The Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of himself, his descendants, dependents, heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns assigns, and successors in interest (collectivelysuccessors, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's them, hereby covenants not to xxx and fully releases and discharges Edge and its subsidiaries and affiliates, past and present (together, the “Edge Group”), as well as the trustees, directors, officers, members, managers, agents, attorneys, insurers, employees, representatives, stockholdersassigns, predecessors, predecessors and successors, assignspast and present, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)each member of Edge Group, and all persons acting by, through, under any other person or in concert entity claimed to be jointly or severally liable with any of them (collectivelythe foregoing persons or entities, the "Releasees" and each a "Releasee"), or any of them, hereinafter together and collectively referred to as the “Releasees,” with respect to and from any and all charges, complaints, claims, damageswages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, suitsobligations, rights, demands, grievancesdebts, costs, lossesexpenses, debtsattorneys’ fees, damages, judgments, orders and expenses liabilities of whatever kind or nature (including attorneys' fees and costs incurredcollectively “Claims”), of any nature whatsoeverin law, equity or otherwise, whether now known or unknown, that Executive suspected or unsuspected, accrued or unaccrued, contingent or non-contingent, and whether or not concealed or hidden, which he now has, owns, owns or holds, holds or claims to have, own, or hold, or which Executive he has at any time heretofore had, owned, owned or held, or claimed to have, own, or hold from the beginning against any of said Releasees arising at any time to up through and including the date that Executive he signs this Separation Agreement. These released Claims include, but are not limited to, all Claims arising out of or in any way related to the Executive’s employment with or his service as an officer, director, member or manager of any member of Edge Group, the terms and conditions (including all wages, benefits, and other compensation) of the Executive’s employment with or his service as an officer, director, member or manager of any member of Edge Group, the Executive’s separation from such employment or service, the Executive’s investment in any member of Edge Group, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, concealed or apparent, accrued or unaccrued, contingent or non-contingent. Among the specific Claims released by this Separation Agreement are, without limitation: (i) all Claims of employment discrimination based upon any protected characteristic (such as age, race, color, sex, sexual orientation, national origin, religion, and disability/handicap status), including, but not limited to, those claims all Claims arising out under Title VII of or relating to the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 (i) any agreement“ADEA”), commitmentthe Older Workers Benefit Protection Act, contractand the New Jersey Law Against Discrimination, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oraleach as amended, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, similar federal, regulatory, state or local law, (ii) all Claims for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or under the common law medical insurance or in equity, and any other fringe benefit or disability; (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns all Claims arising under the Employee Retirement Income Security Act of 1974, as amended, or any claims similar federal, state or local law; (iv) all Claims arising under the Employment AgreementFamily and Medical Leave Act of 1993, the Change of Control Agreement or under any written Company benefit plansEqual Pay Act, any 401(k) planthe Fair Credit Reporting Act, any pension plan the New Jersey Conscientious Employee Protection Act, the New Jersey Wage and any similar planHour Law, the New Jersey Wage Payment Law, the New Jersey Discrimination in Wages Act, the New Jersey Family Leave Act, the New Jersey Opportunity to Compete Act, the extent Executive is entitled to benefits under New Jersey Security and Financial Empowerment Act, the respective terms thereof.New Jersey lie detector test statute (N.J.
Appears in 1 contract
Samples: Separation and General Release Agreement (Edge Therapeutics, Inc.)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement(a) The Employee, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his himself, the Employee’s spouse, heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessorsexecutors, successors, assigns, agentsand all other persons claiming through the Employee (collectively, attorneysthe “Releasers”), divisionsdoes hereby voluntarily, subsidiaries knowingly, and affiliates (willingly release, waive, and agentsforever discharge Company, together with its affiliates, together with each of their current, former or future directors, officers, partners, agents, members, employees, representatives trustees, stockholders, investors, joint ventures, representatives, and attorneys attorneys, and each of such stockholderstheir respective subsidiaries, affiliates, estates, predecessors, successors, successors and assigns, divisionsboth individually and in their official capacities (each, subsidiaries individually, a “Releasee” and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "“Releasees" ”) from, and each a "Releasee"), or does fully waive any obligations of any of themthe Releasees to Releasers for, from any and all charges, complaints, claims, damagesrights, actions, charges, causes of action, demands, damages, claims for relief, complaints, remuneration, sums of money, suits, rightsdebts, covenants, contracts, agreements, promises, obligations, demands, grievancesaccounts, costs, losses, debts, and expenses (including attorneys' ’ fees and costs incurred), costs) or liabilities of any nature kind whatsoever, whether known or unknown, that Executive contingent or absolute (collectively, “Claims”), which the Employee or any other Releaser ever had, now has, ownsor may hereafter claim to have by reason of any matter, cause, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold thing whatsoever: (i) arising from the beginning of time up to the date that Executive signs the Employee executes this AgreementRelease, including, including but not limited to, those claims (A) any such Claims relating in any way to the Employee’s employment with the Company or any other Releasee, and (B) any such Claims arising under any federal, local, or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination Act of 2008, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code (specifically including the Texas Payday Law and the Texas Whistleblower Act) and the Texas Whistleblower Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived or released; (ii) arising out of or relating to the termination of the Employee’s employment; or (iiii) arising under or relating to any policy, agreement, commitmentunderstanding, contractor promise, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, formal or informal, between the Company or any other relationshipReleasee and the Employee (including, involving Executive and/or any Releaseewithout limitation, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof).
Appears in 1 contract
Samples: Employment Agreement (FREYR Battery)
General Release of Claims. In (a) Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the covenants other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies, and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever discharges and absolves Company, its parents, subsidiaries, and affiliates (“Advantage Companies”) and each of their respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators, executors, representatives, predecessors, successors, assigns, related organizations, and related employee benefit plans (collectively, the “Company Releasees”), of, from and for any and all claims, rights, causes of action, demands, damages, rights, remedies, and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present, or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising out of or related to Executive set forth herein Employee’s employment with Company or the termination of Employee’s employment by Company (hereinafter referred to as “Employee’s Released Claims”), from the beginning of time up to and in including the Effective Date, including without limitation, any claims, debts, obligations, and causes of action of any kind arising under any (i) contract including but not limited to the Employment Agreement and Change any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims), or (iii) any federal, state, or local statutory law including, without limitation, any law which prohibits discrimination or harassment on the basis of Control Agreementsex, race, national origin, veteran status, age, immigration, or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors Age Discrimination in interest (collectivelyEmployment Act, the "Derivative Claimants" Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, hour laws (to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting byand/or any state or local laws which prohibit discrimination or harassment of any kind, throughincluding, under or in concert with any of them (collectivelywithout limitation, the "Releasees" California Family Rights Act and each a "Releasee")the California Fair Employment and Housing Act; provided, however, that Employee’s release does not waive, release, or otherwise discharge (i) any claim or cause of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, action that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreementcannot legally be waived, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, claim for workers’ compensation benefits and unemployment benefits; (ii) breach Employee’s ability to bring proceedings to enforce the right to receive separation benefits under Section 2 of any express this Agreement or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred rights Employee may have to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release bring any obligations of Company, its successors claim for indemnification by the Company or assigns arising any Claim under any claims under the Employment Agreement, the Change of Control Agreement applicable directors and officers liability insurance policy or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofapplicable state or federal laws.
Appears in 1 contract
Samples: Separation Agreement and General Release (Advantage Solutions Inc.)
General Release of Claims. (a) In consideration of the Company’s promises, covenants from Company and agreements set forth in this Agreement, including the payment and benefits set forth in Section 2(c) through (f), which Executive hereby acknowledges are not otherwise owed to Executive but for Executive’s release of Claims (as defined below) set forth herein herein, and in the Employment Agreement for other good and Change of Control Agreementvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, ExecutiveExecutive hereby knowingly, on his behalf voluntarily and on behalf of his heirsirrevocably releases, devisees, legatees, executors, administrators, personal waives and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharges, to the fullest extent permitted by law, on Executive’s own behalf and on behalf of Executive’s agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through Executive (collectively, the “Releasors”), the Company and each of Company's its affiliates, subsidiaries, predecessors, successors and assigns, and each of its and their respective past or present stockholders, members and other equity holders, and each of its and their respective past or present directors, managers, executives, officers, employees, representatives, stockholders, predecessors, successors, assigns, agentsinsurers, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives consultants, agents and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)employee benefits plans, and all persons acting bytrustees, throughfiduciaries, under or in concert with any and administrators of them those plans (collectively, the "Releasees" and each a "Releasee"“Released Parties”), or any of them, and from any and all claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rightsdamages (including consequential, demandspunitive or exemplary damages), grievances, costs, losses, debts, and expenses liabilities or the like of whatever nature (including attorneys' ’ fees and costs incurredcosts), of any nature whatsoeverwhether under local, state or federal law or equity or otherwise, whether known or unknown, and whether asserted and unasserted (collectively, “Claims”), that Executive now has, owns, and/or any of the other Releasors have or holds, may have against any of the Released Parties arising on or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time prior to the date that Executive signs this Agreement, including, but not limited to, those claims Effective Date or in any way relating to or arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed aspect of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference Executive’s employment with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors separation from employment with the Company or assigns arising under any claims under Executive’s treatment by the Employment AgreementCompany while in the Company’s employ, the Change of Control Agreement including all Claims for or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.related to:
Appears in 1 contract
Samples: Agreement and General Release (Scientific Games Corp)
General Release of Claims. (a) In consideration of the Company’s promises, covenants from Company and agreements set forth in this Agreement, including the payment and benefits set forth in Section 2(c) through (f), which Executive hereby acknowledges are not otherwise owed to Executive but for Executive’s release of Claims (as defined below) set forth herein herein, and in the Employment Agreement for other good and Change of Control Agreementvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, ExecutiveExecutive hereby knowingly, on his behalf voluntarily and on behalf of his heirsirrevocably releases, devisees, legatees, executors, administrators, personal waives and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharges, to the fullest extent permitted by law, on Executive’s own behalf and on behalf of Executive’s agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through Executive (collectively, the “Releasors”), the Company and each of Company's its affiliates, subsidiaries, predecessors, successors and assigns, and each of its and their respective past or present stockholders, members and other equity holders, and each of its and their respective past or present directors, managers, executives, officers, employees, representatives, stockholders, predecessors, successors, assigns, agentsinsurers, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives consultants, agents and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)employee benefits plans, and all persons acting bytrustees, throughfiduciaries, under or in concert with any and administrators of them those plans (collectively, the "Releasees" and each a "Releasee"“Released Parties”), or any of them, and from any and all claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rightsdamages (including consequential, demandspunitive or exemplary damages), grievances, costs, losses, debts, and expenses liabilities or the like of whatever nature (including attorneys' ’ fees and costs incurredcosts), of any nature whatsoeverwhether under local, state or federal law or equity or otherwise, whether known or unknown, and whether asserted and unasserted (collectively, “Claims”), that Executive now has, owns, and/or any of the other Releasors have or holds, may have against any of the Released Parties arising on or claims prior tothe Effective Date or in any way relating to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed aspect of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference Executive’s employment with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors separation from employment with the Company or assigns arising under any claims under Executive’s treatment by the Employment AgreementCompany while in the Company’s employ, the Change of Control Agreement including all Claims for or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.related to:
Appears in 1 contract
Samples: Agreement and General Release (Scientific Games Corp)
General Release of Claims. In consideration of for the covenants from Company Severance Benefits specified in Section 2(a) above, which you acknowledge are not otherwise owed to Executive set forth herein you, you understand and in the Employment Agreement agree that you are knowingly and Change of Control Agreementvoluntarily releasing, the receipt waiving and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, Company on your own behalf and each on behalf of Company's your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”): Bally and Scientific Games and their affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, representatives, stockholders, predecessors, successors, assignsconsultants, agents, attorneysboth individually and in their business capacities, divisionsand employee benefits plans and trustees, subsidiaries fiduciaries, and affiliates administrators of those plans (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as the “Released Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rights, demands, grievances, costs, losses, debts, and expenses damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys' ’ fees and costs incurredcosts) (collectively “Claims”), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 1 contract
Samples: Agreement and General Release (Scientific Games Corp)
General Release of Claims. In Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of the covenants from Company to Executive set forth herein and in the Employment this Agreement and Change of Control Agreementthe other good and valuable consideration provided to Employee pursuant hereto, the receipt and sufficiency of which is hereby acknowledgedEmployee, Executive, on his behalf for Employee and on behalf of his each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, deviseesparents, legateesspouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries related organizations and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them related employee benefit plans (collectively, the "“Company Releasees" and each a "Releasee"”), or any of themof, from and for any and all charges, complaints, claims, damages, actionsrights, causes of action, suitsdemands, damages, rights, demandsremedies and liabilities of whatsoever kind or character, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoeverin law or equity, known or unknown, that Executive now hassuspected or unsuspected, ownspast, present, or holdsfuture, that the Employee Releasors have ever had, may now have, or claims to have, own, may later assert against the Company Releasees whether or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating related to Employee’s employment with Company or the termination of Employee’s employment by Company (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is hereinafter referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.as
Appears in 1 contract
General Release of Claims. In consideration for the Separation Benefits specified in Section 2(a) of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt which you acknowledge are not otherwise owed to you, you understand and sufficiency of which is hereby acknowledgedagree that you are knowingly and voluntarily releasing, Executive, on his behalf waiving and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharging, to the fullest extent permitted by law, Company on your own behalf and each on behalf of your agents, assignees, attorneys, heirs, executors, administrators and anyone else claiming by or through you (collectively referred to as the “Releasors”), the Company's , WMS and their affiliates, subsidiaries and members, predecessors, successors or assigns, and any of its or their past or present parents, affiliates, subsidiaries and members, predecessors, successors or assigns; and any of its or their past or present shareholders; and any of its or their past or present directors, executives, members, officers, insurers, attorneys, employees, representatives, stockholders, predecessors, successors, assignsconsultants, agents, attorneysboth individually and in their business capacities, divisionsand employee benefits plans and trustees, subsidiaries fiduciaries, and affiliates administrators of those plans (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliatescollectively referred to as the “Released Parties”), of and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all claims under local, state or federal law, whether known or unknown, asserted and unasserted, that you and/or the other Releasors have or may have against Released Parties as of the day you sign this Release Agreement, including but not limited to all matters relating to or in any way arising out of any aspect of your employment with the Company, separation from employment with the Company, or your treatment by the Company while in the Company’s employ, all claims under any applicable law, and all other claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rights, demands, grievances, costs, losses, debts, and expenses damages (including punitive or exemplary damages), liabilities or the like (including without limitation attorneys' ’ fees and costs incurredcosts) (collectively “Claims”), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, including but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.all Claims for:
Appears in 1 contract
General Release of Claims. a. In consideration of and subject to performance by the covenants from Company to of its obligations under that certain Employment Agreement, dated December 18, 2017, by and between the Company and Executive (the "Employment Agreement"), including without limitation, the payments (less all applicable federal, state and local withholdings) set forth herein in Section S(c) of the Employment Agreement, and subject to the Company's execution and delivery of this Agreement in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest space provided below (collectively, the "Derivative Claimants" Consideration") Executive, on behalf of herself and each a her agents, heirs, executors, successors and assigns (collectively, the "Derivative ClaimantExecutive Parties"), hereby IRREVOCABLYknowingly and voluntarily releases, UNCONDITIONALLY AND GENERALLY RELEASESremises, ACQUITSand forever discharges the Company, AND FOREVER DISCHARGESForterra US Holdings, LSF9 Stardust Holdings, L.P., LSF9 Stardust Holdings Ltd., Lone Star Fund IX (U.S.), L.P., and, to the extent that they could be liable in respect of their positions with any of the foregoing, each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each of their respective affiliates, and each of the above listed person's heirs, executors, successors and assigns whether or not acting in her or her representative, individual or any other capacity (collectively, the "Company Released Parties''), to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsomissions, promises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that suspected or unsuspected, both in law and equity ("'Claims"), which Executive ever had, now has, ownsor may hereafter claim to have against the Company Released Parties by reason of any matter, cause or thing whatsoever arising out of or connected with the undersigned Executive's employment with, or holdsseparation or termination from, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold the Company from the beginning of time to the date that Executive time she signs this AgreementAgreement (the "General Release"). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims arising out of or relating any Claims with respect to (i) Executive's entitlement to any agreementwages, commitmentbonuses, contractbenefits, mortgagepayments, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrumentforms of compensation; any claims of wrongful discharge, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied the covenant of good faith and fair dealing, misrepresentationviolation of public policy, interference with contractual or business relationsdefamation, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction emotional distress; any Claims of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation any type that Executive may have arising under the common law; any Claims under Title VII of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF Civil Rights Act of 1964, AS AMENDEDthe Civil Rights Act of 1991, THE EQUAL PAY ACTthe Age Discrimination in Employment Act of 1967, 42 U.S.C. SECTIONS 1981the Older Workers Benefit Protection Act, 1983the Americans With Disabilities Act, OR 1985the Family and Medical Leave Act, THE VOCATIONAL REHABILITATION ACT OF 1977the Employee Retirement Income Security Act, THE AMERICANS WITH DISABILITIES ACTthe Fair Labor Standards Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or the federal Workers' Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other constitutional, federal, regulatory, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the common law or in equityCompany Released Parties and Executive, and (iii) any other matter (each of which is referred to herein as a "Claim"); providedshall further apply, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planwithout limitation, to any and all Claims in connection with, related to or arising out of Executive's employment relationship, or the extent Executive is entitled to benefits under termination of her employment, with the respective terms thereofCompany or any Company Released Party.
Appears in 1 contract
General Release of Claims. (a) In consideration of the Company’s promises, covenants from Company and agreements set forth in this Agreement, which Executive hereby acknowledges are not otherwise owed to Executive but for Executive’s release of Claims (as defined below) set forth herein herein, and in the Employment Agreement for other good and Change of Control Agreementvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, ExecutiveExecutive hereby knowingly, on his behalf voluntarily and on behalf of his heirsirrevocably releases, devisees, legatees, executors, administrators, personal waives and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESforever discharges, to the fullest extent permitted by law, Company on Executive’s own behalf and each on behalf of Company's directorsExecutive’s agents, officers, employees, representatives, stockholders, predecessors, successors, assigns, agentsassignees, attorneys, divisionsheirs, subsidiaries executors, administrators and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under anyone else claiming by or in concert with any of them through Executive (collectively, the "Releasees" “Releasors”), the Company, SGC and each a "Releasee"of their affiliates, subsidiaries, predecessors, successors and assigns, and each of its and their respective past or present stockholders, members and other equity holders, and each of its and their respective past or present directors, managers, executives, officers, insurers, attorneys, employees, consultants, agents and employee benefits plans, and trustees, fiduciaries, and administrators of those plans (collectively, the “Released Parties”), or any of them, and from any and all claims, charges, complaints, claimsliens, damages, actionsdemands, causes of action, suitsobligations, rightsdamages (including consequential, demandspunitive or exemplary damages), grievances, costs, losses, debts, and expenses liabilities or the like of whatever nature (including attorneys' ’ fees and costs incurredcosts), of any nature whatsoeverwhether under local, state or federal law or equity or otherwise, whether known or unknown, and whether asserted and unasserted (collectively, “Claims”), that Executive now has, owns, and/or any of the other Releasors have or holds, may have against any of the Released Parties arising on or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time prior to the date that Executive signs this Agreement, including, but not limited to, those claims Effective Date or in any way relating to or arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed aspect of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference Executive’s employment with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors separation from employment with the Company or assigns arising under any claims under Executive’s treatment by the Employment AgreementCompany while in the Company’s employ, the Change of Control Agreement including all Claims for or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.related to:
Appears in 1 contract
Samples: Agreement and General Release (Scientific Games Corp)
General Release of Claims. a. In consideration of and subject to performance by the covenants from Company to of its obligations under that certain Employment Agreement, dated ___________, 2019, by and between the Company and Executive (the “Employment Agreement”), including without limitation, the payments (less all applicable federal, state and local withholdings) set forth herein in Section 5(c) of the Employment Agreement, and subject to the Company’s execution and delivery of this Agreement in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest space provided below (collectively, the "Derivative Claimants" “Consideration”) Executive, on behalf of himself and his agents, heirs, executors, successors and assigns (collectively, the “Executive Parties”), knowingly and voluntarily releases, remises, and forever discharges the Company, Forterra US Holdings, LSF9 Stardust Holdings, L.P., LSF9 Stardust Holdings Ltd., Lone Star Fund IX (U.S.), L.P., and, to the extent that they could be liable in respect of their positions with any of the foregoing, each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each a "Derivative Claimant"of their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the “Company Released Parties”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsomissions, promises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, ownsor may hereafter claim to have against the Company Released Parties by reason of any matter, cause or thing whatsoever arising out of or connected with the undersigned Executive’s employment with, or holdsseparation or termination from, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold the Company from the beginning of time to the date that Executive time he signs this AgreementAgreement (the “General Release”). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims arising out of or relating any Claims with respect to (i) Executive’s entitlement to any agreementwages, commitmentbonuses, contractbenefits, mortgagepayments, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrumentforms of compensation; any claims of wrongful discharge, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied the covenant of good faith and fair dealing, misrepresentationviolation of public policy, interference with contractual or business relationsdefamation, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction emotional distress; any Claims of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation any type that Executive may have arising under the common law; any Claims under Title VII of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF Civil Rights Act of 1964, AS AMENDEDthe Civil Rights Act of 1991, THE EQUAL PAY ACTthe Age Discrimination in Employment Act of 1967, 42 U.S.C. SECTIONS 1981the Older Workers Benefit Protection Act, 1983the Americans With Disabilities Act, OR 1985the Family and Medical Leave Act, THE VOCATIONAL REHABILITATION ACT OF 1977the Employee Retirement Income Security Act, THE AMERICANS WITH DISABILITIES ACTthe Fair Labor Standards Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other constitutional, federal, regulatory, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the common law or in equityCompany Released Parties and Executive, and (iii) any other matter (each of which is referred to herein as a "Claim"); providedshall further apply, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planwithout limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the extent Executive is entitled to benefits under termination of his employment, with the respective terms thereofCompany or any Company Released Party.
Appears in 1 contract
General Release of Claims. 3.1 In exchange for the consideration of the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control provided under this Agreement, the receipt which Employee acknowledges is acceptable and sufficiency of which is hereby acknowledgedsatisfactory to Employee, ExecutiveEmployee, on his behalf for and on behalf of his Employee and each of Employee’s heirs, devisees, legateesadministrators, executors, administrators, personal and legal representatives, beneficiaries, successors and assigns, fully and completely releases the Company together with its affiliates, and each of their respective current and former officers, directors, managers, members, partners, shareholders, agents, employees, employee benefit plans and fiduciaries, trustees, insurers, representatives, attorneys, transferees, recordkeepers, service providers, successors and assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"“Releasees”), hereby IRREVOCABLYcollectively, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)separately, and all persons acting byseverally, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all charges, complaints, claims, grievances, injuries, agreements, covenants, promises, demands, damages, actions, causes of action, suitsdebts, rightsliabilities, demandscontroversies, grievancesjudgments, arbitrations, sums of money, wages, attorneys’ fees, costs, losses, debts, and expenses (including attorneys' fees suits of every kind and costs incurred), of any nature whatsoever, foreseen, unforeseen, known or unknown, that Executive which Employee has had, now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold may have against the Releasees from the beginning of time to up until the date that Executive time Employee signs this Agreement, including, but not limited to, those claims arising which arise out of or relating relate in any way to Employee’s employment relationship with the Company or the Releasees or other associations with the Company or the Releasees or any termination thereof, with the exception of (i) any claims which cannot be waived by private agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, ; (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to claims which may arise after the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and date Employee signs this Agreement; (iii) any other matter claims for breach of this Agreement or Section 6 of the Employment Agreement; (each of which is referred to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under iv) any claims by Employee for indemnification, advancement or insurance coverage for Employee’s acts or omissions while employed with the Company or any of its affiliates under the Employment Agreement, the Change any articles of Control Agreement incorporation, bylaws, operating agreement, directors and officers insurance policy, or under any written Company benefit plans, any 401(k) other applicable plan, document, agreement, or insurance policy; (v) any pension plan and claim or right Employee may have under COBRA; (vi) any similar plan, to the extent Executive is entitled to claim or right Employee may have for unemployment insurance or workers’ compensation benefits; or (vii) any vested benefits under the respective written terms thereofof a qualified employee pension benefit plan.
Appears in 1 contract
Samples: Employment Agreement (Annaly Capital Management Inc)
General Release of Claims. a. In consideration of and subject to performance by the covenants from Company to of its obligations under that certain Employment Agreement, dated May 22, 2019, by and between the Company and Executive (the “Employment Agreement”), including without limitation, the payments (less all applicable federal, state and local withholdings) set forth herein in Section 5(c) of the Employment Agreement, and subject to the Company’s execution and delivery of this Agreement in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest space provided below (collectively, the "Derivative Claimants" “Consideration”) Executive, on behalf of himself and his agents, heirs, executors, successors and assigns (collectively, the “Executive Parties”), knowingly and voluntarily releases, remises, and forever discharges the Company, Forterra US Holdings, LSF9 Stardust Holdings, L.P., LSF9 Stardust Holdings Ltd., Lone Star Fund IX (U.S.), L.P., and, to the extent that they could be liable in respect of their positions with any of the foregoing, each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, agents, representatives and employees, and each a "Derivative Claimant"of their respective affiliates, and each of the above listed person’s heirs, executors, successors and assigns whether or not acting in his or her representative, individual or any other capacity (collectively, the “Company Released Parties”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Releasees" and each a "Releasee"), or any of them, from any and all chargesdebts, complaintsdemands, actions, causes of actions, accounts, covenants, contracts, agreements, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, lossesexpenses, debtsomissions, promises, and expenses (including attorneys' fees any and costs incurred)all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, that suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, ownsor may hereafter claim to have against the Company Released Parties by reason of any matter, cause or thing whatsoever arising out of or connected with the undersigned Executive’s employment with, or holdsseparation or termination from, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold the Company from the beginning of time to the date that Executive time he signs this AgreementAgreement (the “General Release”). The General Release shall apply to any Claim of any type, including, but not limited towithout limitation, those claims arising out of or relating any Claims with respect to (i) Executive’s entitlement to any agreementwages, commitmentbonuses, contractbenefits, mortgagepayments, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrumentforms of compensation; any claims of wrongful discharge, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied the covenant of good faith and fair dealing, misrepresentationviolation of public policy, interference with contractual or business relationsdefamation, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction emotional distress; any Claims of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation any type that Executive may have arising under the common law; any Claims under Title VII of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF Civil Rights Act of 1964, AS AMENDEDthe Civil Rights Act of 1991, THE EQUAL PAY ACTthe Age Discrimination in Employment Act of 1967, 42 U.S.C. SECTIONS 1981the Older Workers Benefit Protection Act, 1983the Americans With Disabilities Act, OR 1985the Family and Medical Leave Act, THE VOCATIONAL REHABILITATION ACT OF 1977the Employee Retirement Income Security Act, THE AMERICANS WITH DISABILITIES ACTthe Fair Labor Standards Act, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other constitutional, federal, regulatory, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the common law or in equityCompany Released Parties and Executive, and (iii) any other matter (each of which is referred to herein as a "Claim"); providedshall further apply, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planwithout limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the extent Executive is entitled to benefits under termination of his employment, with the respective terms thereofCompany or any Company Released Party.
Appears in 1 contract