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 Severance Benefits and in the Employment promises provided for herein, and except for rights created by this Agreement and Change any indemnification rights the Executive may have as an officer, director and/or employee of Control Agreementthe Company, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of himself and his heirs, devisees, legatees, executors, administrators, personal representatives and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant")assigns, hereby IRREVOCABLYexpressly waives, UNCONDITIONALLY AND GENERALLY RELEASESreleases and forever discharges the Company, ACQUITSand its direct or indirect parents, AND FOREVER DISCHARGESsubsidiaries, to the fullest extent permitted by lawaffiliates, Company and each of Company's related entities, predecessors, successors, divisions, owners, stockholders, directors, officers, employees, representativespartners, stockholders, predecessors, successorsheirs, assigns, agents, attorneys, divisionsinsurers, subsidiaries and affiliates (and agents, directors, officers, employeesmanagers, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with them (collectively referred to herein as the "Company Releasees"), and the Company hereby expressly waives, releases and forever discharges the Executive and his heirs, assigns, agents, attorneys, representatives and persons acting by, through, under or in concert with them, each in their capacity as such, from any and all claims, demands, actions, causes of them action (in law or in equity), suits, debts, liens, contracts, agreements, promises, liability, damages, loss, cost or expense, of every kind and nature, whether known or unknown, suspected or unsuspected, fixed or contingent (collectively, "Claims") (including, without limitation, any claims for wages, severance pay, bonuses or other incentive compensation, stock options or employment benefits) that each now has or at any time may have had against the "Releasees" and each a "Releasee"), other(s) 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 in any way related to:
(ia) the Executive's employment with the Company and/or the termination thereof;
(b) any agreementemployment agreement (including, commitmentwithout limitation, 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, the Employment Agreement) or any other relationshipcontracts, involving Executive and/or any Releasee, (ii) breach of any express or implied contractimplied, breach of implied any covenant of good faith and fair dealingdealings, misrepresentationexpress or implied, interference any theory of wrongful discharge, breach of contract, defamation, whistle-blowing or any legal restriction on the Company's right to terminate employees;
(c) any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, the Federal Age Discrimination in Employment Act, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act, the Americans with contractual Disabilities Act of 1990, the Rehabilitation Act of 1973, the Fair Labor Standards Act, as amended, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, the California Labor Code, any California Wage Order, and/or any other Federal, state, municipal or business relations, personal injury, slander, libel, assault, battery, negligence, negligent local law (statutory 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 impactdecisional), hostile work environmentregulation, sexual harassmentor ordinance, 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 constitutionallegal limitation on the employment relationship;
(i) any claims arising out of fraudulent or criminal conduct or embezzlement; (ii) any claims arising under or relating to Section 4 (other than clauses (B), federal(C) and (D) of Section 4(a)(i)) or Sections 5, regulatory6, state 7, 8, 9 or local law10 of the Employment Agreement (such Sections, the "Surviving Employment Agreement Provisions"); or under the common law or in equity, and (iii) any other matter (each claims where the events in dispute first arise after execution 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 this Agreement, nor shall it preclude the Change Executive or the Company from filing a lawsuit for the exclusive purpose of Control enforcing his or its rights under this 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 thereofSurviving Employment Agreement Provisions.
Appears in 5 contracts
Samples: Employment Agreement (New December Inc), Employment Agreement (New December Inc), Employment Agreement (Dreyers Grand Ice Cream Holdings Inc)
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 including but not limited 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 Agreementall Claims for:
(a) salary and other wages, including, but not limited to, those claims arising out overtime if applicable, incentive compensation and other bonuses, severance pay, paid time off, or any benefits under the Employee Retirement Income Security Act of 1974, as amended or relating any other applicable local, state or federal law;
(b) discrimination, harassment or retaliation based upon race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, citizenship status, pregnancy or any pregnancy related disability, family status, leave of absence (including but not limited to the Family Medical Leave Act or any other federal, state or local leave laws), handicap (i) including, but not limited to, The Rehabilitation Act of 1973), medical condition or disability, or any agreementother characteristic covered by law under Title VII of the Civil Rights Act of 1964, commitmentas amended, contractthe Civil Rights Act of 1991, mortgagethe Americans with Disabilities Act, deed as amended, Sections 1981 through 1988 of trustthe Civil Rights Act of 1866, bondand any other federal, indenturestate, leaseor local law prohibiting discrimination in employment, licensethe Worker Adjustment and Retraining Notification Act, noteor any other federal, franchisestate or local law concerning plant shutdowns, certificatemass layoffs, option, warrant, right reductions in force or other instrumentbusiness restructuring;
(c) discrimination, documentharassment or retaliation based upon age under the Age Discrimination in Employment Act, obligation as amended by the Older Workers Benefit Protection Act of 1990 and as further amended (the “ADEA”), or arrangementunder any other federal, state, or local law prohibiting age discrimination;
(d) breach of implied or express contract (whether written or oral), breach of promise, misrepresentation, fraud, estoppel, waiver 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 including without limitation breach of any express or business relations, personal injury, slander, libel, assault, batteryimplied covenants of any employment agreement that may be applicable to you;
(e) defamation, negligence, negligent or intentional infliction of emotional distress or mental sufferingdistress, false imprisonmentviolation of public policy, wrongful terminationor constructive discharge, 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 constitutionalemployment-related tort recognized under any applicable local, state, or federal law;
(f) any violation of any Fair Employment Practices Act, Equal Rights Act; Civil Rights Act; Minimum Fair Wages Act; Equal Pay Act; or Payment of Wages Act; or any comparable federal, regulatory, state or local law;
(g) any violation of the Immigration Reform and Control Act, or any comparable federal, state or local law;
(h) any violation of the Fair Credit Reporting Act, or any comparable federal, state or local law;
(i) any violation of the Family and Medical Leave Act;
(j) any violation of the Illinois Human Rights Act, 775 I.L.C.S. §5/1-101 et seq., the Illinois Wage Payment and Collection Law, 820 I.L.C.S. §110/1 et seq., the Illinois Minimum Wage Law, 820 I.L.C.S. §105/1 et seq., the Xxxx County Human Rights Ordinance, Xxxx County Code, §42-30 et seq. (if applicable), the Chicago Human Rights Ordinance, Chicago Code, §0-000-000 et seq. (if applicable), or any comparable federal, state or local law and any violation of any comparable statute, regulation, or law of any country or nation;
(k) costs, fees, or other expenses, including attorneys’ fees; and
(l) any other claim, charge, complaint, lien, demand, cause of action, obligation, damages, liabilities or the like of any kind whatsoever, whether under the common U.S. law, state law or the law of another nation, including, without limitation, any claim that this Agreement was induced or resulted from any fraud or misrepresentation by Company. Excluded from the release set forth in equitythis Section 1 are: (i) any Claims or rights to enforce this Release Agreement or the Agreement against the Company, (ii) Claims arising after the date you sign this Release Agreement, and (iii) any other matter Claims that you cannot lawfully release. Notwithstanding anything to the contrary contained herein, including in Section 2 below, also excluded from the release set forth in this Section 1 is your right to file a charge with an administrative agency (each of which is referred to herein as a "Claim"); providedincluding the Equal Employment Opportunity Commission and the National Labor Relations Board) or participate in any agency investigation. You are, 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 allowed by law, waiving your right to benefits recover money or other damages in connection with any such charge or investigation. You are also, to the extent allowed by law, waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission, National Labor Relations Board or any other federal, state or local agency. Furthermore, notwithstanding anything herein to the contrary, nothing in the Agreement or this Release Agreement shall (x) prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the respective terms thereofSecurities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in clause (x).
Appears in 2 contracts
Samples: Separation Agreement (Addus HomeCare Corp), Separation Agreement (Addus HomeCare Corp)
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: Separation and Release Agreement, Release Agreement (PRG Schultz International Inc)
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, whether legal, equitable or otherwise, relating to or arising from the conduct, operations, management and affairs of 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 Effective Time, including, where applicable, 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 any of their respective Affiliates, whether arising from or in connection with the Transactions or any agreement or understanding (in effect on or prior to the Effective Time) or otherwise, at law or in equity, 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 (as defined in Section 1(d)) (each of the foregoing, except for any Retained Claims, a “Claim”, and collectively, the “Claims”), and shall not seek to recover any amounts in connection therewith or thereunder from any of the Released Parties and hereby releases the Released Parties from any and all actions with respect thereto. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR ANY RETAINED CLAIMS, EACH 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, WHICH 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.
(b) Each undersigned Holder acknowledges that such Holder may hereafter discover facts in addition to or different from those which such Holder now knows or believes to be true with respect to the subject matter of this Section 1, but it is such Holder’s intention to fully and finally and forever settle and release any and all matters, disputes and differences, known or unknown, that Executive suspected and unsuspected, which do now has, owns, exist or holds, may exist or claims to have, own, or hold, or which Executive at heretofore have existed between any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time Releasing Party and any Released Party with respect to the date subject matter of this Section 1 (subject to Sections 1(d) and 1(e)). In furtherance of this intention, the releases herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts.
(c) Each undersigned Holder, on behalf of each Releasing Party, further covenants and agrees that Executive signs such Releasing Party has not heretofore sold, transferred, hypothecated, conveyed or assigned, and shall not hereafter xxx any Released Party upon, any Claim released under this Agreement, and that each Releasing Party shall, severally and not jointly, indemnify and hold harmless the Released Parties against any loss or liability on account of any actions brought by such Releasing Party or such Releasing Party’s assigns or prosecuted on behalf of such Releasing Party and relating to any Claim released under this Section 1. Each of the Released Parties is an express third-party beneficiary of each provision of this Section 1. Any breach of the foregoing releases and covenants by a Releasing Party not to xxx shall be deemed a breach of this Agreement by the Company. For the avoidance of doubt, Acquiror and Holdings and its Subsidiaries shall not be Releasing Parties.
(d) Notwithstanding any other provision of this Agreement to the contrary, including, but not limited to, those claims this Section 1, the foregoing releases and covenants shall not apply to any Claims (i) relating to 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 or other instrument, document, obligation or arrangement, whether written or oral, the Merger Agreement or any other relationshipancillary agreement delivered in connection therewith to which Acquiror or Holdings is a party (each, involving Executive and/or any Releaseean “Ancillary Agreement”), (ii) breach for any period prior to the Closing for accrued salary, accrued benefits and other accrued compensation (including expense reimbursement) for periods prior to the Closing, (iii) arising under any customary indemnification agreement providing for the indemnification of officers, employees and directors of the Company or Newco in their capacity as such, (iv) relating to or arising out of any express or implied contractual obligations to the extent that they require performance and relate to the period after the date of the Merger Agreement, in each case under any written agreement, contract, breach or binding side letter (x) the terms of implied covenant which have been disclosed to Acquiror prior to the date of good faith and fair dealingthe Merger Agreement, 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 (y) expressly required 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 be entered into 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 lawterms of the Merger Agreement, or under (z) entered into at or after the common law or Effective Time, in equityeach case, between a Releasing Party and/or its Affiliates, on the one hand, and any Released Party, on the other hand, or (iiiv) against the Company relating to or arising out of any other matter (each contractual obligations to the extent that they require performance and relate to the period after the date 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 Merger Agreement, the Change of Control Agreement or in each case under any written Company benefit plansagreement, any 401(kcontract, or binding side letter (1) plan, any pension plan and any similar plan, the terms of which have been disclosed to Acquiror prior to the extent Executive is entitled date of the Merger Agreement, (2) expressly required to benefits under be entered into pursuant to the respective terms thereofof the Merger Agreement, or (3) entered into at or after the Effective Time, in each case between a Releasing Party and/or its Affiliates, on the one hand, and the Company, on the other hand. The agreements referenced in clause (v), include, without limitation, (I) that certain Master Transaction Agreement dated December 11, 2018, as amended, (II) that certain side letter agreement, dated September 16, 2019, between the Company and PFHOF and (III) that certain side letter agreement, dated September 16, 2019, between the Company and Industrial Realty Group, LLC (true, complete and correct copies of which are attached hereto). All of the Claims described in this Section 1(d) are referred to herein, collectively, as the “Retained Claims”.
(e) The releases set forth in this Section 1 are conditioned upon the consummation of the Mergers as contemplated in the Merger Agreement, and shall become null and void, and shall have no effect whatsoever, without any action on the part of any Person, if the Mergers are not consummated for any reason.
Appears in 2 contracts
Samples: Release Agreement (GPAQ Acquisition Holdings, Inc.), Release Agreement (Gordon Pointe Acquisition Corp.)
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, suspected or unsuspected, whether now existing or hereafter arising, which could, might or may be claimed to exist, whether liquidated or unliquidated, each though fully set forth herein at length (the “Released Claims”).
(ii) The Borrower Party Releasors hereby waive the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist at the time of release, which, if known, would have materially affected the decision to agree to these releases. In this connection, the Borrower Party Releasors hereby agree, represent and warrant to the Lender that Executive they realize and acknowledge that factual matters now hasunknown may have given or may hereafter give rise to causes of action, ownsclaims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Borrower Party Releasors further agree, represent and warrant that the releases provided herein have been negotiated and agreed upon in light of that realization and that the Borrower Party Releasors nevertheless hereby intend to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Loan and all dealings in connection therewith.
(iii) The Borrower Party Releasors hereby acknowledge that they have not relied upon any representation of any kind made by the Lender or any Affiliate of the Lender in making the foregoing release.
(iv) The Borrower Party Releasors represent and warrant to the Lender that they have not heretofore assigned or transferred, or holdspurported to assign or to transfer, to any person or entity any matter released by such party hereunder or any portion thereof or interest therein, and each Borrower Party Releasor agrees, jointly and severally, to indemnify, protect, defend and hold each of the Lender Releasees harmless from and against any and all claims to have, own, based 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 the date that Executive signs this Agreement, including, but not limited to, those claims arising out of any such assignment or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right transfer or other instrument, document, obligation purported assignment 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 thereoftransfer by such party.
Appears in 2 contracts
Samples: Loan Agreement (Lease Equity Appreciation Fund II, L.P.), Loan Agreement (Lease Equity Appreciation Fund I Lp)
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 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 sex, 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 Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and 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 action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits.
3.2 Employee represents and warrants that Employee has brought no complaint, claim, charge, action, or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action, or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.
3.3 Except with respect to a breach of obligations arising out of this Agreement, the receipt if any, 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 execution of this Agreement by the parties operates as a complete bar 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 defense against 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 thereofEmployee’s Released Claims.
Appears in 2 contracts
Samples: Employment Agreement (Advantage Solutions Inc.), Employment Agreement (Advantage Solutions Inc.)
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 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 predecessors, successors, assigns, related organizations and successors in interest related employee benefit plans (collectively, the "Derivative Claimants" and each a "Derivative Claimant"“Company Releasees”), hereby IRREVOCABLYof, UNCONDITIONALLY AND GENERALLY RELEASESfrom and for any and all claims, ACQUITSrights, AND FOREVER DISCHARGEScauses 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 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 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 Transition Agreement and 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 sex, 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 Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and 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 action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits.
3.2 Employee represents and warrants that Employee has brought no complaint, claim, charge, action or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.
3.3 Except with respect to a breach of obligations arising out of this Agreement, if any, and to the fullest extent permitted by law, Company execution of this Agreement by the parties operates as a complete bar 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 defense against 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 thereofEmployee’s Released Claims.
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, 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 hadbefore owned or held as against any Released Parties based on actions or events that occurred prior to the Effective Date of this Agreement (collectively the “Claims”) including, ownedwithout any limitation:
3.1. any and all Claims for violation of any federal, state, local, or heldmunicipal law, regulation, ordinance, constitution, or claimed common law relating to haveemployment, ownconditions of employment (including wage and hour laws), or hold from the beginning of time to the date that Executive signs this Agreementcompensation and employment discrimination, including, but not limited to, those claims arising out Title VII 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.the
Appears in 1 contract
Samples: Separation Agreement (CalAmp Corp.)
General Release of Claims. In consideration of (a) Provided that the covenants from Company to Executive set forth herein Closing occurs, each Credit Party, for itself 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, its predecessors, successors, assigns, agentsheirs, attorneysrepresentatives, divisionsand agents and for all related parties hereby irrevocably, subsidiaries unconditionally and affiliates (forever releases, discharges and agentsremises RNC, Ronco Brands and RHI and their respective employees, officers, directors, officers, employeesAffiliates (whether an Affiliate as of the Effective Date or later), 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 in both their official and personal capacities (the “RNC Parties”), from all claims of any type that any Credit Party may have now or may have in the future against any of the RNC Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, related to any of (i) the Note, (ii) the Claims, (iii) the RHI-Infusion Loan Agreement and the transactions contemplated therein, (iv) the RHI-ASTV Note, or (v) the RHI-RFL Note, and the transactions contemplated therein, (collectively, the "Releasees" “Debtor Released Claims”). Each Credit Party represents and warrants that no Debtor Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Debtor Released Claims released herein are owned by the Credit Parties, each a "Releasee"of whom has the respective sole authority to release them. Each Credit Party agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Debtor Released Claim which is released and discharged herein.
(b) Provided that the Closing occurs, RNC, for itself and its predecessors, successors, assigns, heirs, representatives, and agents and for all related parties hereby irrevocably, unconditionally and forever releases, discharges and remises each Credit Party and their respective employees, agents, Affiliates (whether an Affiliate as of the Effective Date or later), representatives and insurers and all persons acting by, through, under or in concert with any of themthem in both their official and personal capacities, 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), claims of any nature whatsoevertype that RNC may have now or may have in the future against any Credit Party to the extent that those claims arose, known or unknown, that Executive now has, ownsmay have arisen, or holds, or claims to have, own, or hold, or are based on events which Executive occurred at any time heretofore hadpoint in the past up to and including the Closing Date, owned, or held, or claimed related to have, own, or hold from the beginning any 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 Releaseethe Note, (ii) breach of any express or implied contractthe Claims, 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) the RHI-Infusion Loan Agreement and the transactions contemplated therein, (iv) the RHI-ASTV Note, or (v) the RHI-RFL Note, and the transactions contemplated therein, (collectively, the “RNC Released Claims”). RNC represents and warrants that no RNC Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all RNC Released Claims released herein are owned by RNC, which has the sole authority to release them. RNC agrees that it shall forever refrain and forebear from commencing, instituting or prosecuting any other matter (each of lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any RNC Released Claim which is referred to herein released and discharged herein.
(c) The releases as a "Claim"); providedset forth in Section 2(a) and Section 2(b) shall be effective as of, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns arising under any claims under and conditioned on the Employment Agreementoccurrence of, 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 thereofClosing.
Appears in 1 contract
Samples: Settlement and General Release Agreement (Ronco Brands, 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 without limitation, the Employment Agreement).
(b) Notwithstanding anything herein to the contrary, Releasers do not release, and this release and waiver does not apply to and shall not be construed to apply to: (A) any Claims the Employee may have that cannot be waived under applicable law; (B) rights under this Release; (C) any rights the Employee may have to vested benefits under employee benefit plans; (D) any rights the Employee has or may have relating to the Employee’s equity in the Group (as defined in the Employment Agreement); and (E) any claims or rights relating to indemnification of the Employee by the Company and the Parent or to benefits under any directors or officers insurance policy maintained by the Company and/or the Parent.
(c) The Employee agrees that neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any Releaseetime to be an admission by the Company, (ii) breach any other Releasee or the Employee of any express improper or implied contract, breach of implied covenant of good faith unlawful conduct. The Employee further acknowledges 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 agrees that the Company and disparate impact), hostile work environment, sexual harassment, retaliation, the other Releasees have fully satisfied any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant and all obligations owed 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 Employee arising out of or relating to the Employee’s employment with the Company or any other constitutionalReleasees, federaland no further sums, regulatory, state or local lawpayments, 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, benefits are owed to the extent Executive is entitled Employee by the Company or any of the other Releasees arising out of or relating to benefits under the respective terms thereofEmployee’s employment with the Company or any of the other Releasees, except as expressly provided in this Release.
Appears in 1 contract
General Release of Claims. In consideration of Executive expressly waives any and all claims against the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control AgreementCorporation, 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 its divisions, affiliates, and subsidiaries, and each of their present and former directors, officers, employees, representatives, stockholders, predecessors, successors, assignstrustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, subsidiaries related and affiliates (affiliated companies and agentsentities, directorsshareholders, officersmembers, employees, representatives and attorneys of such stockholdersrepresentatives, predecessors, successors, successors and assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "“Corporation Releasees" and each a "Releasee"”), or any and releases each of them, the Corporation Releasees from any and all charges, complaints, claims, damagesdemands, actionslawsuits, liens, causes of action, suitsgrievances, rights, demands, grievancesobligations, costs, losses, debtsdamages, and expenses (including attorneys' fees and costs incurred)liabilities of whatever kind, of any nature whatsoever, whether known or unknown, that Executive now hasunforeseen, ownsunanticipated, unsuspected or holdslatent, or claims to have, own, or hold, or which Executive ever had, now has or shall or may have or assert against the Corporation Releasees or any of them based upon events or facts arising at any time heretofore had, owned, on or held, or claimed to have, own, or hold from the beginning of time to before the date of execution of this Supplemental Release (collectively, “Claims”), including but not limited to claims that relate to Executive’s service with the Corporation and/or the separation from such service. Executive signs agrees this Agreement, includinggeneral release of claims (the “General Release”) includes, but is not limited to, those claims arising out for breach of any implied or relating express contract or covenant; claims for promissory estoppel; claims of entitlement to (i) any agreementpay; claims of wrongful denial of insurance and employee benefits; claims for wrongful termination, commitmentpublic policy violations, contractdefamation, mortgageinvasion of privacy, deed of trustfraud, bondmisrepresentation, indenture, lease, license, note, franchise, certificate, option, warrant, right emotional distress or other instrumentcommon law or tort matters; claims of harassment, documentretaliation or discrimination based on age, obligation race, color, religion, sex, national origin, ancestry, physical or arrangementmental disability, whether written legally protected medical condition, genetic information, marital or oralfamily status, sexual orientation, gender identity or expression, union activity, military status or veteran status, or any other relationshipstatus protected by law; claims based upon the California or United States Constitutions; any claims based on alleged restrictions on the Corporation’s right to terminate, involving Executive and/or not to hire or promote employees, or on the Corporation’s ability to change an employee’s compensation or other terms and conditions of employment; and claims based on 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 including, without limitation: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act, 29 U.S.C. § 206(d)(1); the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Labor Management Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act (“ERISA”); the Xxxxxxxx-Xxxxx Act of 2002, the Worker Adjustment and Retraining Notification Act (“WARN”); the California WARN Act; the California Fair Employment and Housing Act; the California Labor Code; the California Family Rights Act, the California Constitution; the California Industrial Welfare Commission Wage Orders; and the California Government Code, as well as any amendments to those laws. Executive expressly understands that among the various claims and rights being waived by Executive in this Supplemental Release are those arising under the common law or Age Discrimination in equityEmployment Act (“ADEA”), as amended, and (iii) any other matter (each in that regard Executive specifically acknowledges that Executive has read and understands the provisions 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 thereofparagraph 4 below before signing this Supplemental Release.
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 ___________, 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 Company Released Parties and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Company Released Party.
b. Except as provided in Section 1(d) below, Executive intends that the General Release extend to any and all Claims of any kind or character related to, arising out of or connected with the Executive’s employment with, or separation or termination from, the Company, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Except as provided in equitySection 5(c) of the Employment Agreement, Executive acknowledges and (iii) agrees that the Company has fully satisfied any other matter (each of which is referred and all obligations owed to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns him arising under any claims under the Employment Agreement, and no further sums are owed to him by the Change Company or by any of Control Agreement or the other Company Released Parties at any time under any written Company benefit plansthe Employment Agreement. Executive represents and warrants that Executive has not filed, and Executive will not file, any 401(k) planlawsuit or institute any proceeding, charge, complaint or action asserting any pension plan claim released by this Agreement before any federal, state, or local administrative agency or court against any Company Released Party, concerning any event occurring prior to the signing of this Agreement. Nothing in this Agreement, however, shall be construed as prohibiting Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any similar planother federal, state or local governmental agency or commission (each a “Government Agency”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Company Released Parties.
d. Nothing in this Section 1 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement or the Employment Agreement (other than the claims released hereunder) or any other agreement unrelated to his employment hereunder between the Company and any of the Company Released Parties, (ii) Executive’s rights, if any, to any benefits as of Executive’s last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is entitled a participant, (iii) Executive’s rights to benefits indemnification under any indemnification agreement he has with the Company or any other Company Released Party, under the respective terms thereofEmployment Agreement and/or under the Company’s or any Company Released Party’s charter or bylaws, or to whatever coverage Executive may have under the Company’s or any Company Released Party’s directors’ and officers’ insurance policy for acts and omissions when Executive was an officer or director of the Company or of any Company Released Party, or (iv) any claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance.
Appears in 1 contract
General Release of Claims. In consideration of (a) For the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control Agreementabove-stated consideration, the receipt and sufficiency of which is are hereby acknowledged, Executive, on his behalf and on behalf of his heirsExecutive and anyone claiming through Executive, deviseesincluding each and all of Executive’s legal representatives, legateesadministrators, executors, administratorsheirs, personal successors and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant")assigns, hereby IRREVOCABLYfully, UNCONDITIONALLY AND GENERALLY RELEASESfinally and forever releases, ACQUITSabsolves and discharges the Company, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of the Company's ’s past and present affiliated companies and entities (including, but not limited to, Flowers, and all such companies’ and entities’ predecessors as well as its and their employee benefit plans and programs, insurers, subcontractors, successors and assigns, and any and all of its and their past, present and future directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisionstrustees, subsidiaries administrators, fiduciaries, and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), agents and all persons acting by, through, under or in concert with any of them them, both individually and as agents or representatives of the aforementioned companies and entities, and their successors and assigns) (collectively, the "Releasees" and each a "Releasee"“Released Parties”), or any of them, from any and all claims, charges, complaints, claimssuits, damagesdemands, actionscontroversies, causes of action, suitslosses, rights, demands, grievancesdamages, costs, lossesexpenses or liabilities of any kind whatsoever, debts, and expenses (including attorneys' ’ fees and costs incurred)costs, of any nature whatsoever, whether known or unknown, that Executive now hasasserted or unasserted, ownsforeseen or unforeseen, whether brought individually, as a member or representative of a class, or holdsderivatively on behalf of the Released Parties or shareholders of any of them, which Executive ever had, or claims may claim to have, own, or hold, or which Executive at any time heretofore have had, owned, or held, or claimed to have, own, or hold from the beginning of time to until as of the date that moment Executive signs this Agreement, including, but not limited towithout limiting the generality of the foregoing, those claims any claim arising out of or relating to under (i) any agreementaspect of Executive’s employment with the Company and/or Executive’s separation therefrom; and/or (ii) any federal, commitmentstate, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right local or other instrumentgovernmental statute, documentregulation, obligation ordinance, or arrangementcommon law. For purposes of this Agreement, an “affiliated” company or entity means a company or entity that controls, is controlled by, or is under common control with, the Company.
(b) Executive understands and acknowledges that the release in Section 7(a) of this Agreement includes, without limiting the generality of the foregoing, all claims, complaints, or liabilities, whether written known or oralunknown, which Executive ever had, or may claim to have had, as of the moment Executive signs this Agreement, arising out of: (i) Title VII of the Civil Rights Act of 1964, as amended; (ii) the Age Discrimination in Employment Act of 1967, as amended; (iii) the Fair Labor Standards Act; (iv) the Older Workers Benefit Protection Act of 1990; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (vii) the Labor Management Relations Act; (viii) the National Labor Relations Act; (ix) the Occupational Safety and Health Act; (x) the Xxxxxxxx-Xxxxx Act of 2022; (xi) the Rehabilitation Act of 1973; (xii) Federal Executive Order 11246; (xiii) the Genetic Information Nondiscrimination Act; (xiv) the Worker Adjustment and Retraining Notification Act; (xv) the Family and Medical Leave Act; (xvi) the Americans With Disabilities Act, as amended; (xvii) the Uniformed Services Employment and Reemployment Rights Act; and/or (xviii) the laws, regulations, rules or ordinances of the State of Georgia, both decisional and statutory.
(c) The Company and Executive further agree that the above release of claims shall not (i) release the Company from any other relationship, involving Executive and/or any Releaseeof its obligations set forth in this Agreement, (ii) breach affect any vested retirement benefits Executive may have, including any benefits to which Executive is entitled under any retirement plan of the company that is intended to be qualified under Section 401(a) of the Internal Revenue Code, or (iii) release any claim or claims that cannot, as a matter of law, be released by private agreement.
(d) By executing this Agreement, Executive represents that, as of the date Executive signs this Agreement, no claims, lawsuits, grievances, or charges have been filed by Executive or on Executive’s behalf against the Released Parties. Executive further represents that, as of the date of execution of this Agreement, Executive has no knowledge of any express actions 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 inactions by 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 Company or any other constitutionalof the Released Parties, or by Executive with respect to Executive’s employment or relationship with the Company or any of the Released Parties, that Executive believes could possibly constitute a basis for a claimed violation of any federal, regulatorystate, state or local law, any common law, or under the common law any rule 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 thereofregulation promulgated by an administrative body.
Appears in 1 contract
Samples: Transition and Consulting Agreement (Flowers Foods Inc)
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 plansdifferent or additional facts.
(b) It is the intent of the parties that this general release shall be effective as a general release of all claims. In furtherance of this intention, the Sellers acknowledge that they expressly waive any 401(kand all rights that might be claimed by the undersigned by reason of Section 1542 of the California Civil Code, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM OR HER MIGHT HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BY SIGNING THIS GENERAL RELEASE, EACH SELLER REPRESENTS AND AGREES THAT HE, SHE OR IT:
(i) planHAS READ THIS GENERAL RELEASE CAREFULLY;
(ii) UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT HE OR SHE IS GIVING UP IMPORTANT RIGHTS;
(iii) VOLUNTARILY CONSENTS TO EVERYTHING IN IT;
(iv) HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS GENERAL RELEASE AND HAS DONE SO OR, any pension plan and any similar planAFTER CAREFUL READING AND CONSIDERATION THE UNDERSIGNED HAS CHOSEN NOT TO DO SO OF HIS, to the extent Executive is entitled to benefits under the respective terms thereofOR HER OWN VOLITION; AND
(v) HAS SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE THE UNDERSIGNED WITH RESPECT TO IT.
Appears in 1 contract
Samples: Share Purchase Agreement (Ocz Technology Group Inc)
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 sex, 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 Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and 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 action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits.
(b) Employee represents and warrants that Employee has brought no complaint, claim, charge, action, or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action, or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.
(c) Except with respect to a breach of obligations arising out of this Agreement, the receipt if any, 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 execution of this Agreement by the parties operates as a complete bar 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 defense against 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 thereofEmployee’s Released Claims.
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. 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 Company Released Parties and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Company Released Party.
b. Except as provided in Section 1(d) below, Executive intends that the General Release extend to any and all Claims of any kind or character related to, arising out of or connected with the Executive’s employment with, or separation or termination from, the Company, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Except as provided in equitySection 5(c) of the Employment Agreement, Executive acknowledges and (iii) agrees that the Company has fully satisfied any other matter (each of which is referred and all obligations owed to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns him arising under any claims under the Employment Agreement, and no further sums are owed to him by the Change Company or by any of Control Agreement or the other Company Released Parties at any time under any written Company benefit plansthe Employment Agreement. Executive represents and warrants that Executive has not filed, and Executive will not file, any 401(k) planlawsuit or institute any proceeding, charge, complaint or action asserting any pension plan claim released by this Agreement before any federal, state, or local administrative agency or court against any Company Released Party, concerning any event occurring prior to the signing of this Agreement. Nothing in this Agreement, however, shall be construed as prohibiting Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any similar planother federal, state or local governmental agency or commission (each a “Government Agency”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Company Released Parties.
d. Nothing in this Section 1 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement or the Employment Agreement (other than the claims released hereunder) or any other agreement unrelated to his employment hereunder between the Company and any of the Company Released Parties, (ii) Executive’s rights, if any, to any benefits as of Executive’s last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is entitled a participant, (iii) Executive’s rights to benefits indemnification under any indemnification agreement he has with the Company or any other Company Released Party, under the respective terms thereofEmployment Agreement and/or under the Company’s or any Company Released Party’s charter or bylaws, or to whatever coverage Executive may have under the Company’s or any Company Released Party’s directors’ and officers’ insurance policy for acts and omissions when Executive was an officer or director of the Company or of any Company Released Party, or (iv) any claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance.
Appears in 1 contract
General Release of Claims. (a) In consideration of exchange for the covenants from Company special severance pay and benefits provided to Executive set forth herein you under this Agreement, to which you would not otherwise be entitled, and in the Employment Agreement other good and Change of Control Agreementvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive, 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, rightswhether known or unknown, demandsthat you have had in the past, grievancesnow have, costsor might now have, losses, debts, and expenses (including attorneys' fees and costs incurred), against the Company or any of its Affiliates 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 in any way related to, those claims connected with or arising out of your employment or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or your other instrument, document, obligation or arrangement, whether written or oral, association with the Company or any other relationshipof its Affiliates or the termination of the same or pursuant to Title VII of the Civil Rights Act, involving Executive the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any 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, regulation or under the common law or in equityother requirement, and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, parents, subsidiaries, affiliates, insurers, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities (iiicollectively, the “Released Parties”), from any and all such causes of action, rights and claims.
(b) Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency; provided however, that you hereby waive your right to recover monetary damages or other matter (each of which is referred to herein as a "Claim")individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf; provided, further, however, that nothing contained herein shall operate you are not waiving any right to release seek and receive a financial incentive award for any obligations of Company, its successors information you provide to a governmental agency or assigns arising under any claims under entity. Nothing in this Agreement or the Employment Agreement or other Continuing Obligations limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity.
(c) This Agreement, including the Change general release of Control Agreement or under any written claims set forth in Section 8(a), creates legally binding obligations and the Company benefit plansand its Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, any 401(kyou give the Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty-one (21) plandays, any pension plan and any similar planbefore signing this Agreement, to the extent Executive is entitled consider its terms and to benefits under the respective terms thereofconsult with an attorney, if you wished to do so; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
Appears in 1 contract
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 the foregoing release shall not apply to any obligations, covenants or agreements of any of the released parties which arise under this Agreement.
(b) Borrower Releasors hereby waive the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist at the time of release, which, if known, would have materially affected the decision to agree to these releases. In this connection, Borrower Releasors hereby agree, represent and warrant to each Lender that they realize and acknowledge that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Borrower Releasors further agree, represent and warrant that the releases provided herein shall operate have been negotiated and agreed upon in light of that realization and that Borrower Releasors nevertheless hereby intend to release release, discharge and acquit the parties set forth hereinabove from any obligations such unknown causes of Companyaction, its successors claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or assigns arising under related to the Loan(s) made pursuant to the applicable Loan Agreement and all dealings in connection therewith.
(c) Borrower Releasors hereby acknowledge that they have not relied upon any claims under representation of any kind made by either Lender in making the Employment Agreementforegoing release.
(d) Borrower Releasors represent and warrant to each Lender that they have not heretofore assigned or transferred, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planpurported to assign or to transfer, to any person or entity any matter released by such party hereunder or any portion thereof or interest therein, and Borrower Releasors agree to indemnify, protect, defend and hold each of the extent Executive is entitled to benefits under the respective terms thereofLender Releasees harmless from and against any and all claims based on or arising out of any such assignment or transfer or purported assignment or transfer by such party.
Appears in 1 contract
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 sex, 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 Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and 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 action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits.
(b) Employee represents and warrants that Employee has brought no complaint, claim, charge, action, or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and US-DOCS\138465731.17 warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action, or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.
(c) Except with respect to a breach of obligations arising out of this Agreement, the receipt if any, 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 execution of this Agreement by the parties operates as a complete bar 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 defense against 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 thereofEmployee’s Released Claims.
Appears in 1 contract
General Release of Claims. (a) In consideration of exchange for the covenants from Company special severance pay and benefits provided to Executive set forth herein you under this Agreement, to which you would not otherwise be entitled, and in the Employment Agreement other good and Change of Control Agreementvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive, 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, rightswhether known or unknown, demandsthat you have had in the past, grievancesnow have, costsor might now have, losses, debts, and expenses (including attorneys' fees and costs incurred), against the Company or any of its Affiliates 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 in any way related to, those claims connected with or arising out of your employment or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or your other instrument, document, obligation or arrangement, whether written or oral, association with the Company or any other relationshipof its Affiliates or the termination of the same or pursuant to Title VII of the Civil Rights Act, involving Executive the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states in which you have provided services to the Company or any of its Affiliates (each as amended from time to time), and/or any 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, regulation or under the common law or in equityother requirement, and you hereby release and forever discharge the Company, its Affiliates and all of their respective past, present and future directors, shareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, parents, subsidiaries, affiliates, insurers, predecessors, successors and assigns, and all others connected with any of them, both individually and in their official capacities (iiicollectively, the “Released Parties”), from any and all such causes of action, rights and claims.
(b) Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency; provided however, that you hereby waive your right to recover monetary damages or other matter (each of which is referred to herein as a "Claim")individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf; provided, further, however, that nothing contained herein shall operate you are not waiving any right to release seek and receive a financial incentive award for any obligations information you provide to a governmental agency or entity. Nothing in this Agreement or other Continuing Obligations limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of Companya governmental agency or entity, its successors concerning matters relevant to the governmental agency or assigns arising under any claims under the Employment entity.
(c) This Agreement, including the Change general release of Control Agreement or under any written claims set forth in Section 8(a), creates legally binding obligations and the Company benefit plansand its Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, any 401(kyou give the Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty-one (21) plandays, any pension plan and any similar planbefore signing this Agreement, to the extent Executive is entitled consider its terms and to benefits under the respective terms thereofconsult with an attorney, if you wished to do so; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
Appears in 1 contract
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 enforce this Agreement.
(b) Nothing contained in this Agreement shall be construed to prohibit you from filing a "Claim"); charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that nothing contained herein shall operate you hereby agree to release waive your right to recover monetary damages or other individual relief in any obligations such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of Companya governmental agency or entity, its successors concerning matters relevant to such governmental agency or assigns arising under any claims under the Employment entity.
(c) In signing this Agreement, you give the Change Company and its Affiliates assurance that you have signed it voluntarily and with a full understanding of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan and any similar planits terms; that you have had sufficient opportunity before signing this Agreement, to consider its terms and to consult with members of your immediate family and your legal and financial advisors; and that you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
(d) You agree to sign the extent Executive Release by the later of seven (7) days following the Separation Date and twenty-one (21) days following the date hereof (and in no event before the Separation Date). You further agree that a signed and unrevoked Release is entitled an express condition to benefits under your receipt and retention of the respective terms thereofSeverance Benefits described in Section 3 above.
Appears in 1 contract
Samples: Separation and Transition Agreement (Acceleron Pharma Inc)
General Release of Claims. In (a) By executing this Agreement, you, in consideration of the covenants from Company to Executive terms 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")herein, hereby IRREVOCABLYirrevocably and unconditionally fully and forever waive, UNCONDITIONALLY AND GENERALLY RELEASESdischarge and release the Bank, ACQUITSits present and former officers, AND FOREVER DISCHARGESowners, to the fullest extent permitted by law, Company and each of Company's directors, officersshareholders, members, partners, employees, representatives, stockholdersattorneys, agents, corporate parents, divisions, affiliates, subsidiaries, predecessors, successorstransferees, assignsinsurers, agentsreinsurers, attorneyspension and employee benefit plans, successors and assigns (and present and former officers, owners, directors, shareholders, members, partners, employees, representatives, attorneys and agents of such corporate parents, divisions, subsidiaries affiliates and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholderssubsidiaries, predecessors, successorstransferees, insurers, reinsurers, pension and employee benefit plans, successors and assigns, divisions, subsidiaries and affiliates), in their corporate and all persons acting byindividual capacities (together, 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, manner of waivable claims, damagesdemands, actions, causes of action, suitsjudgments, rights, demandsfees, grievances, costs, lossesdamages, debts, obligations, liabilities, and expenses (including inclusive of attorneys' fees and costs incurred), ’ fees) of any nature kind whatsoever, whether known or unknown, civil or criminal, vested or contingent, asserted or unasserted, legal or equitable, that Executive now hasyou, ownsand/or your heirs, executors, representatives, administrators, agents, successors or holds, or claims to have, own, or hold, or which Executive at any time heretofore assigns ever had, owned, have or held, or claimed to have, own, or hold may now have from the beginning of time to through the date that Executive signs you execute this AgreementAgreement against them, or any of them, of any nature or description assertable in any forum, including, but not limited to, those claims arising that arise out of or relating are in connection with your employment with the Bank or the termination thereof, by reason of any actual or alleged act, omission, transaction, practice, occurrence or other matter, including, but not limited to, any claim, charge or cause of action for indemnification, fraud, slander, libel, misrepresentation, defamation, infliction of emotional distress, pain and suffering, reinstatement, negligence, tortious interference with contract or prospective business advantage, promissory estoppel, detrimental reliance, invasion of privacy, failure to (i) any agreementpay wages or benefits due or other money owed including, commitmentbut not limited to, bonuses, commissions, incentive compensation, vacation, and severance, that may be legally released and waived, breach of contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right oral or other instrument, document, obligation or arrangementwritten, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contractin fact or law, wrongful discharge in violation of public policy, 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 opportunityharassment, discrimination (including disparate treatment and disparate impact)or retaliation on the basis of, hostile work environmentinter alia, age, race, color, creed, national origin, sex, pregnancy, sexual harassmentorientation, retaliationmilitary status, any request to submit to a drug disability, actual or polygraph testperceived predisposing genetic characteristics or genetic carrier status, and/or whistleblowingdomestic violence victim status, whether said claim(s) are brought pursuant to the AGE DISCRIMINATION IN EMPLOYMENT ACTgenetic information, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964citizenship status, AS AMENDEDnationality, THE EQUAL PAY ACTaffectional preference or sexual orientation, 42 U.S.C. SECTIONS 1981gender identity or expression, 1983civil union, OR 1985domestic partnership or marital status, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT veterans’ status or any other constitutionalimpermissible factor, under any federal, regulatory, state or local law, rule or regulation, whether based on statutory or common law, including, but not limited to, Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1966, the Families First Coronavirus Response Act, the Civil Rights Act of 1991, the Rehabilitation Act, as amended, the federal Family and Medical Leave Act, Executive Orders 11246 and 11141, the Employee Retirement Income Security Act of 1974, the Uniform Services Employment and Reemployment Rights Act, the Americans with Disabilities Act, the federal Equal Pay Act, the National Labor Relations Act, the Immigration Reform and Control Act, the Fair Credit Reporting Act, the Older Workers Benefit Protection Act, the Occupational Health and Safety Act, the Fair Labor Standards Act, the Genetic Information Nondiscrimination Act, the Worker Adjustment Retraining and Notification Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Equal Pay Act, the New Jersey Wage and Hour Law, the New Jersey Wage Payment Law, the New Jersey Wage Theft Act, the New Jersey Law Against Discrimination, the New Jersey Civil Rights Act, the New Jersey Family Leave Act, the Millville Dallas Airmotive Plant Job Loss Notification Act, the New Jersey Occupational Safety and Health Law, the New Jersey Smokers Rights Law, retaliation claims under the common law or in equityNew Jersey Workers’ Compensation Law, the New Jersey Earned Sick Leave Law, and the New Jersey Genetic Privacy Act.
(b) In further consideration of the payments and benefits provided to you in this Agreement, you hereby irrevocably and unconditionally fully and forever waive, release and discharge Releasees from any and all claims, whether known or unknown, from the beginning of time to the date of your execution of this Agreement arising under the Age Discrimination in Employment Act (“ADEA”), as amended, and its implementing regulations. By signing this Agreement, you hereby acknowledge and confirm that: (i) you have read this Agreement in its entirety and understand all of its terms; (ii) you have been advised of and have availed yourself of the right to consult with your attorney prior to executing this Agreement; (iii) you knowingly, freely and voluntarily assent to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release and covenants contained herein; (iv) you are executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which you are otherwise entitled; (v) you were given at least twenty-one (21) days to consider the terms of this Agreement and consult with an attorney of your choice, although you may sign it sooner if desired; (vi) you understand that you have seven (7) days from the date you sign this Agreement to revoke your release of claims under the ADEA as provided in Section 18; and (vii) you understand that the release contained in this paragraph does not apply to rights and claims that may arise after the date on which you sign this Agreement.
(c) You further warrant and represent that as of the date of your execution of this Agreement, there are no complaints, charges or other matters filed or pending before any federal, state or local court or agency against any Releasee regarding your employment relationship with the Bank or the termination thereof and that in the future, you will not file or cause to be filed any such charges, complaints or other claims that you ever had or may now have to the effective date of this Agreement. By this release, you do not waive your right to file a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or any equivalent State agency, or to participate or cooperate in any investigation or proceeding conducted by the EEOC or state agency, nor shall any provision of this Agreement adversely affect your right to engage in such conduct. In the event that any claim or suit is filed on your behalf against any Releasee by any person or entity, you waive any and all right to receive monetary damages or injunctive relief granted by the EEOC in favor of you from or against the Bank. You further understand that nothing contained in this Agreement limits your ability to file a charge or complaint with the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other matter federal, state or local governmental agency or commission (each of which is referred “Government Agencies”). You further understand that this Agreement does not limit your ability to herein as a "Claim")communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Bank; provided, however, that you may not disclose Bank information that is protected by the attorney-client privilege, except as expressly authorized by law. You acknowledge and understand that nothing herein limits or impedes your right to obtain any relief or recovery from the Government Agencies or to collect any monies or compensation as a result of providing information to or participating in an investigation conducted by a Government Agency.
(d) You further represent that you have no known illnesses or injuries related to your employment with the Bank and have been granted all leaves of absence and/or disability accommodations to which you claim entitlement. You agree and acknowledge that you have no right to future employment by the Bank. You further represent that you have not transferred or otherwise impaired, by bankruptcy or otherwise, your ability to sign a complete and binding release of any of the claims released in this Agreement. You also agree to immediately update any social media sites, such as LinkedIn, to reflect your separation from the Bank.
(e) Notwithstanding the foregoing provisions of this Section 4, the Bank, the Company, the MHC and you recognize that nothing contained herein in this Agreement shall operate in any way release or discharge: (i) your right to release bring any obligations claim that cannot be waived under applicable law including, but not limited to, any unemployment compensation claims, workers’ compensation claims, or claims for any vested interest in any employee benefit plan maintained by the Bank; (ii) your right to receive payment in accordance with the terms of Companythis Agreement; (iii) your right to enforce, its successors or assigns arising bring any claim for breach of, this Agreement; (iv) your right to receive equity in the Company pursuant to the terms of any equity award agreement, as applicable; (v) your right to any vested benefits to which you may be entitled under any claims retirement or pension plan of the Company or its subsidiaries, as applicable, including without limitation, under the Employment AgreementBogota Savings Bank 401(k) Plan, the Change of Control Agreement Bogota Savings Bank Employee Stock Ownership Plan or the SERP; or (vi) your right to bring any claim for indemnification under any written Company benefit plansapplicable directors and officers liability insurance policy or applicable state or federal law, any 401(k) plan, any pension plan and any similar plan, to as applicable (the extent Executive is entitled to benefits under the respective terms thereof“Excluded Claims”).
Appears in 1 contract
Samples: Resignation and Separation Agreement (Bogota Financial 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. 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 Company Released Parties and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive's employment relationship, or the termination of her employment, with the Company or any Company Released Party.
b. Except as provided in Section l(d) below, Executive intends that the General Release extend to any and all Claims of any kind or character related to, arising out of or connected with the Executive's employment with, or separation or termination from, the Company, and Executive, on behalf of herself, her agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Except as provided in equitySection 5(c) of the Employment Agreement, Executive acknowledges and (iii) agrees that the Company has fully satisfied any other matter (each of which is referred and all obligations owed to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns her arising under any claims under the Employment Agreement, and no further sums are owed to her by the Change Company or by any of Control Agreement or the other Company Released Parties at any time under any written Company benefit plansthe Employment Agreement. Executive represents and warrants that Executive has not filed, and Executive will not file, any 401(k) planlawsuit or institute any proceeding, charge, complaint or action asserting any pension plan claim released by this Agreement before any federal, state, or local administrative agency or court against any Company Released Party, concerning any event occurring prior to the signing of this Agreement. Nothing in this Agreement, however, shall be construed as prohibiting Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any similar planother federal, state or local governmental agency or commission (each a "Government Agency"). Executive further understands that this Agreement does not limit Executive's ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive's right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Company Released Parties.
d. Nothing in this Section 1 shall be deemed to release (i) Executive's right to enforce the terms of this Agreement or the Employment Agreement (other than the claims released hereunder) or any other agreement unrelated to her employment hereunder between the Company and any of the Company Released Parties, (ii) Executive's rights, if any, to any benefits as of Executive's last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is entitled a participant, (iii) Executive's rights to benefits indemnification under any indemnification agreement she has with the Company or any other Company Released Party, under the respective terms thereofEmployment Agreement and/or under the Company's or any Company Released Party's charter or bylaws, or to whatever coverage Executive may have under the Company's or any Company .Released Party's directors' and officers' insurance policy for acts and omissions when Executive was an officer or director of the Company or of any Company Released Party, or (iv) any claim that cannot be waived under applicable law, including any rights to workers' compensation or unemployment insurance.
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, which arise out of or 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; (ii) any claims which may arise after the date Employee signs this Agreement; (iii) any claims for breach of this Agreement or Section 6 of the Employment Agreement; (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, any articles of incorporation, bylaws, operating agreement, directors and officers insurance policy, or other applicable plan, document, agreement, or insurance policy; (v) any claim or right Employee may have under COBRA; (vi) any claim or right Employee may have for unemployment insurance or workers’ compensation benefits; or (vii) any vested benefits under the written terms of a qualified employee pension benefit plan.
3.2. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any federal, state or local fair employment practices and equal opportunity laws, including, but not limited to, those all claims arising out under any federal, state or local statute or ordinance, constitutional provision, public policy or common law, including all claims under the Age Discrimination in Employment Act of or relating to 1967 (i“ADEA”), as amended by the Older Workers’ Benefits Protection Act of 1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Employee Order 11246, the Employee Retirement Income Security Act of 1974 (“ERISA”) (including, but not limited to, claims for unvested benefits and claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the New York Executive Law, including its Human Rights Law, the New York Retaliatory Action By Employers Law, the New York Civil Rights Law, the New York Labor Law, the New York City Administrative Code, including its Human Rights Law, the New York State Constitution, including any agreementamendments thereto, 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) and all claims for breach of any express or implied contract, all claims for breach of implied any covenant of good faith and fair dealing, misrepresentationall claims for promissory estoppel or detrimental reliance, interference with contractual all claims for wages, bonuses, incentive compensation, fringe benefits and severance allowances or business relationsentitlements, personal injuryall tort claims, slanderall claims for compensatory or punitive damages, 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 constitutionalclaim for damages or injury of any kind whatsoever, federaland all claims for monetary recovery, regulatoryincluding, state without limitation, attorneys’ fees and related expenses, experts’ fees and related expenses, medical fees and related expenses, and all other costs and disbursements. Employee hereby irrevocably and unconditionally waives and relinquishes any right to obtain or local lawreceive reinstatement or any monetary, injunctive, or under other relief through any suit, complaint, action or proceeding commenced or maintained in any court, agency, or other forum by Employee or on Employee’s behalf for or on account of any of the common law or claims released 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 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: Employment Agreement (Annaly Capital Management Inc)
General Release of Claims. (a) In consideration of exchange for the covenants from Company special benefits provided to Executive set forth herein you under this Agreement, to which you would not otherwise be entitled, and in the Employment Agreement other good and Change of Control Agreementvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive, on his your own behalf and on behalf that of his your heirs, devisees, legatees, executors, administrators, beneficiaries, personal representatives and legal representativesassigns, assigns you agree that this Agreement shall be in complete and successors final settlement of any and all causes of action, rights and claims, whether known or unknown, that you have had in interest the past, now have, or might now have, against the Companies or any of their Affiliates of any nature whatsoever, including but not limited to those in any way related to, connected with or arising out of your employment or your other association with the Companies or any of their Affiliates or the termination of the same, or the Employment Agreement, or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the fair employment practices laws and statutes of the state or states in which you have provided services to the Companies or any of their Affiliates (each as amended from time to time), and/or any other federal, state or local law, regulation or other requirement (collectively, the "Derivative Claimants" and each a "Derivative Claimant"“Claims”), and you hereby IRREVOCABLYrelease and forever discharge the Companies, UNCONDITIONALLY AND GENERALLY RELEASEStheir Affiliates and all of their respective past, ACQUITSpresent and future directors, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company's directorsshareholders, officers, members, managers, general and limited partners, employees, employee benefit plans, administrators, trustees, agents, representatives, stockholders, predecessors, successors, 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 affiliates), and all persons acting by, through, under or in concert others connected with any of them them, both individually and in their official capacities (collectively, the "Releasees" and each a "Releasee"“Released Parties”), or any of them, from any and all chargessuch Claims. In addition, complaintsyou hereby waive any notice otherwise required for any meeting of the board of directors of the Companies occurring after the date set forth above. Notwithstanding the foregoing, claimsClaims does not include any (i) payments, damagesbenefits and other rights provided under this Agreement, actions(ii) right you may have with respect to any vested 401(k) benefits, causes any vested benefits under the Deferred Compensation Plan or any other vested benefit provided under any employee benefit plan of actionthe Companies that you may have as of the Resignation Date, suits(iii) rights that you may have to indemnification, rightsincluding under that certain Indemnification Agreement, demandsby and between you and Parent (the “Indemnification Agreement”) or any rights to coverage under any D&O insurance or employment practices liability insurance policy maintained by the Companies or (iv) any claims that cannot be released as a matter of law. Nothing in this Agreement shall expand or vitiate any and all obligations, 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 Agreementextent existing as of the Resignation Date, to provide a defense for you arising out of your employment at the Companies, including, but not limited toto any obligations under the Indemnification Agreement or any D&O insurance or employment practices liability insurance policy maintained by the Companies. For the avoidance of doubt, those the consideration provided for your release of claims arising out under the California Fair Employment and Housing Act are the Companies’ commitments in Sections 6(c) and 7 of or relating to this Agreement.
(ib) any In signing this agreement, commitmentyou expressly waive and relinquish all rights and benefits provided by Section 1542 of the Civil Code of the State of California, contractand do so understanding and acknowledging the significance of such specific waiver of Section 1542, mortgagewhich section states as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, deed if known by him or her, would have materially affected his or her settlement with the debtor or released party. Thus, notwithstanding the provisions of trustSection 1542, bondand for the purpose of implementing a full and complete release and discharge of the Released Parties, indentureyou expressly acknowledge that the general release and waiver of claims set forth in this Section 9 is intended to include in its effect, leasewithout limitation, licenseall claims which you do not know or suspect to exist in your favor at the time you sign it, 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 and that this Agreement contemplates the extinguishment of any express and all such claims
(c) Nothing contained in this Agreement shall be construed to prohibit you from filing a charge with or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual participating in any investigation or business relations, personal injury, slander, libel, assault, battery, negligence, negligent proceeding conducted by the federal Equal Employment Opportunity Commission 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, comparable state or local lawagency, 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 you hereby agree to waive your right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by you or by anyone else on your behalf. Nothing in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity (or requires you to furnish notice to the Companies relating to the same). In addition, nothing contained herein shall operate in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to release any obligations of Company, its successors or assigns arising under any claims under the Employment believe is unlawful.
(d) This Agreement, including the Change general release of Control Agreement or under any written Company benefit plansclaims set forth in Section 9(a), any 401(kcreates legally binding obligations and the Companies and their Affiliates therefore advise you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Companies and their Affiliates assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity of not less than twenty- one (21) plandays, any pension plan and any similar planbefore signing this Agreement, to the extent Executive consider its terms and to consult with an attorney, if you wished to do so, or to consult with any other of those persons to whom reference is entitled to benefits under the respective terms thereofmade in Section 6(b) above; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
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 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 Company Released Parties and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive's employment relationship, or the termination of his employment, with the Company or any Company Released Party.
b. Except as provided in Section l(d) below, Executive intends that the General Release extend to any and all Claims of any kind or character related to, arising out of or connected with the Executive's employment with, or separation or termination from, the Company, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Except as provided in equitySection 5(c) of the Employment Agreement, Executive acknowledges and (iii) agrees that the Company has fully satisfied any other matter (each of which is referred and all obligations owed to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns him arising under any claims under the Employment Agreement, and no further sums are owed to him by the Change Company or by any of Control Agreement or the other Company Released Parties at any time under any written Company benefit plansthe Employment Agreement. Executive represents and warrants that Executive has not filed, and Executive will not file, any 401(k) planlawsuit or institute any proceeding, charge, complaint or action asserting any pension plan claim released by this Agreement before any federal, state, or local administrative agency or court against any Company Released Party, concerning any event occurring prior to the signing of this Agreement. Nothing in this Agreement, however, shall be construed as prohibiting Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any similar planother federal, state or local governmental agency or commission (each a "Government Agency"). Executive further understands that this Agreement does not limit Executive's ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive's right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Company Released Parties.
d. Nothing in this Section 1 shall be deemed to release (i) Executive's right to enforce the terms of this Agreement or the Employment Agreement (other than the claims released hereunder) or any other agreement unrelated to his employment hereunder between the Company and any of the Company Released Parties, (ii) Executive's rights, if any, to any benefits as of Executive's last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is entitled a participant, (iii) Executive's rights to benefits indemnification under any indemnification agreement he has with the Company or any other Company Released Party, under the respective terms thereofEmployment Agreement and/or under the Company's or any Company Released Party's charter or bylaws, or to whatever coverage Executive may have under the Company's or any Company Released Party's directors' and officers' insurance policy for acts and omissions when Executive was an officer or director of the Company or of any Company Released Party, or (iv) any claim that cannot be waived under applicable law, including any rights to workers' compensation or unemployment insurance.
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 Company Released Parties and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Company Released Party.
b. Except as provided in Section 1(d) below, Executive intends that the General Release extend to any and all Claims of any kind or character related to, arising out of or connected with the Executive’s employment with, or separation or termination from, the Company, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Except as provided in equitySection 5(c) or 3(e) of the Employment Agreement, Executive acknowledges and (iii) agrees that the Company has fully satisfied any other matter (each of which is referred and all obligations owed to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns him arising under any claims under the Employment Agreement, and no further sums are owed to him by the Change Company or by any of Control the other Company Released Parties at any time under the Employment Agreement. Executive represents and warrants that Executive has not filed, and Executive will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Agreement before any federal, state, or local administrative agency or court against any Company Released Party, concerning any event occurring prior to the signing of this Agreement. Nothing in this Agreement, however, shall be construed as prohibiting Executive from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or participating in an investigation or proceeding conducted by the EEOC, although Executive hereby agrees that he is waiving any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any such investigation or proceeding conducted by the EEOC. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Company Released Parties.
d. Nothing in this Section 1 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement or the Employment Agreement (other than the claims released hereunder) or any other agreement unrelated to his employment hereunder between the Company and any of the Company Released Parties, (ii) Executive’s rights, if any, to any benefits as of Executive’s last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is a participant, including without limitation under the LTIP (as defined in the Employment Agreement) (iii) Executive’s rights to indemnification under any written indemnification agreement he has with the Company benefit plansor any other Company Released Party, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofEmployment Agreement and/or under the Company’s or any Company Released Party’s charter or bylaws, or to whatever coverage Executive may have under the Company’s or any Company Released Party’s directors’ and officers’ insurance policy for acts and omissions when Executive was an officer or director of the Company or of any Company Released Party, or (iv) any claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance.
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
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 without limitation, the Employment Agreement).
(b) Notwithstanding anything herein to the contrary, Releasers do not release, and this release and waiver does not apply to and shall not be construed to apply to: (A) any Claims the Employee may have that cannot be waived under applicable law; (B) rights under this Release; (C) any rights the Employee may have to vested benefits under employee benefit plans; (D) any rights the Employee has or may have relating to the Employee’s equity in the Group (as defined in the Employment Agreement); and (E) any claims or rights relating to indemnification of the Employee by the Company and Parent or to benefits under any directors or officers insurance policy maintained by the Company and/or Parent.
(c) The Employee agrees that neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any Releaseetime to be an admission by the Company, (ii) breach any other Releasee or the Employee of any express improper or implied contract, breach of implied covenant of good faith unlawful conduct. The Employee further acknowledges 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 agrees that the Company and disparate impact), hostile work environment, sexual harassment, retaliation, the other Releasees have fully satisfied any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant and all obligations owed 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 Employee arising out of or relating to the Employee’s employment with the Company or any other constitutionalReleasees, federaland no further sums, regulatory, state or local lawpayments, 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, benefits are owed to the extent Executive is entitled Employee by the Company or any of the other Releasees arising out of or relating to benefits under the respective terms thereofEmployee’s employment with the Company or any of the other Releasees, except as expressly provided in this Release.
Appears in 1 contract
Samples: Employment Agreement (FREYR Battery)
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein Severance Benefits and in the Employment promises provided for herein, and except for rights created by this Agreement and Change any indemnification rights the Executive may have as an officer, director and/or employee of Control Agreementthe Company, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of himself and his heirs, devisees, legatees, executors, administrators, personal representatives and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant")assigns, hereby IRREVOCABLYexpressly waives, UNCONDITIONALLY AND GENERALLY RELEASESreleases and forever discharges the Company, ACQUITSand its direct or indirect parents, AND FOREVER DISCHARGESsubsidiaries, to the fullest extent permitted by lawaffiliates, Company and each of Company's related entities, predecessors, successors, divisions, owners, stockholders, directors, officers, employees, representativespartners, stockholders, predecessors, successorsheirs, assigns, agents, attorneys, divisionsinsurers, subsidiaries and affiliates (and agents, directors, officers, employeesmanagers, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with them (collectively referred to herein as the "Company Releasees"), and the Company hereby expressly waives, releases and forever discharges the Executive and his heirs, assigns, agents, attorneys, representatives and persons acting by, through, under or in concert with them, each in their capacity as such, from any and all claims, demands, actions, causes of them action (in law or in equity), suits, debts, liens, contracts, agreements, promises, liability, damages, loss, cost or expense, of every kind and nature, whether known or unknown, suspected or unsuspected, fixed or contingent (collectively, "Claims") (including, without limitation, any claims for wages, severance pay, bonuses or other incentive compensation, stock options or employment benefits) that each now has or at any time may have had against the "Releasees" and each a "Releasee"), other(s) 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 in any way related to :
(ia) the Executive's employment with the Company and/or the termination thereof;
(b) any agreementemployment agreement (including, commitmentwithout limitation, 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, the Employment Agreement) or any other relationshipcontracts, involving Executive and/or any Releasee, (ii) breach of any express or implied contractimplied, breach of implied any covenant of good faith and fair dealingdealings, misrepresentationexpress or implied, interference any theory of wrongful discharge, breach of contract, defamation, whistle-blowing or any legal restriction on the Company's right to terminate employees;
(c) any federal, state, or other governmental statute or ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, the Federal Age Discrimination in Employment Act, as amended, the Equal Pay Act, as amended, the Older Workers Benefit Protection Act of 1990, the Family and Medical Leave Act, the Americans with contractual Disabilities Act of 1990, the Rehabilitation Act of 1973, the Fair Labor Standards Act, as amended, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, the California Labor Code, any California Wage Order, and/or any other Federal, state, municipal or business relations, personal injury, slander, libel, assault, battery, negligence, negligent local law statutory 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 impactdecisional), hostile work environmentregulation, sexual harassmentor ordinance, 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 constitutionallegal limitation on the employment relationship;
(i) any claims arising out of fraudulent or criminal conduct or embezzlement; (ii) any claims arising under or relating to Section 4 (other than clauses (B), federal(C) and (D) of Section 4(a)(i)) or Sections 5, regulatory6, state 7, 8, 9 or local law10 of the Employment Agreement (such Sections, the "Surviving Employment Agreement Provisions"); or under the common law or in equity, and (iii) any other matter (each claims where the events in dispute first arise after execution 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 this Agreement, nor shall it preclude the Change Executive or the Company from filing a lawsuit for the exclusive purpose of Control enforcing his or its rights under this 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 thereofSurviving Employment Agreement Provisions.
Appears in 1 contract
General Release of Claims. In consideration of the covenants from Company to Executive set forth herein Mr. Ducey, for himself 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, administratorsbeneficiaries, personal suxxxxxxxx, assignees, immediate familx xxxxxxx, and legal representativesany other person or entity who could now or hereafter assert a claim in her xxxx xx on his behalf, assigns and successors in interest (collectivelyAsset Growth, the "Derivative Claimants" its subsidiaries, officers, directors, members, parxxxxx, xxners, shareholders, employees, former employees, agents, servants, attorneys, assigns, affiliates, independent contractors, volunteers, predecessors, successors, parent companies and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGESorganizations and insurers knowingly and voluntarily release and forever discharge, to the fullest extent permitted by law, Company Markland, its affiliates, subsidiaries, divisions, insurers, successors and each of Company's directorsassigns and their current and former employees, officers, employeesdirectors and agents thereof, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries individually and affiliates in their corporate capacities (and agents, directors, officers, employees, representatives and attorneys collectively referred to throughout the remainder 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 this Agreement as "Releasees" and each a "ReleaseeRxxxxxxx Parties"), or any of them, and from any and all chargesdebts, complaints, claims, damagesdemands, actions, causes of action, suits, rightsdues, demandsroyalties, grievancessums of money, costsaccounts, lossesreckonings, debtsbonds, specialties, covenants, contracts, agreements and expenses (including attorneys' fees liabilities and costs incurred)any and all other claims of every kind, of any nature and description whatsoever, at law, in equity or otherwise, known or and unknown, asserted or unasserted, that Executive now has, owns, Mr. Ducey and/or Asset Growth has 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 Released Parties from the beginning of time the world to the date that Executive signs of execution of this Agreement. Markland, includingalong with its affiliates, but not limited tosubsidiaries, those divisions, insurers, predecessors, successors and assigns and their current and former xxxxxxxxs, officers, directors and agents thereof, individually and in their corporate capacities hereby release Mr. Ducey and Asset Growth from anx xxx xxl debts, demands, actions, causes of action, suits, dues, royalties, sums of money, accounts, reckonings, bonds, specialties, covenants, contracts, agreements and liabilities and any and all other claims arising out of every kind, nature and description wxxxxxxxxx, at law, in equity or relating otherwise, known and unknown, asserted or unasserted, that Markland has or may have against Mr. Ducey and/or Asset Growth from the beginning of the world to (i) any the date of execution of this Agreement. Markland specifically agrees that, concurrently with the execution of this agreement, commitmentit shall withdraw with prejudice that certain complaint styxxx Xxxxland Technologies, contractInc. v. Xxxxxxx P. Ducey, mortgageJr., deed currently pending in the Superior Court for Danbury, Connecticut and, concurrently xxxx xxe execution of trustthis agreement, 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 will provide to Mr. Ducey a letter confirming the substance of any express or implied contract, breach Section 12 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 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: General Release Agreement (Markland Technologies Inc)
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 sex, 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 Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and 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 action that cannot legally be waived, including, but not limited to, any claim for workers’ compensation benefits and unemployment benefits; (ii) Employee’s ability to bring proceedings to enforce the right to receive separation benefits under Section 2 of this Agreement or (iii) any rights Employee may have to bring any claim for indemnification by the Company or any Claim under any applicable directors and officers liability insurance policy or applicable state or federal laws.
(b) Employee represents and warrants that Employee has brought no complaint, claim, charge, action, or proceeding against any of the Advantage Companies in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action, or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.
(c) Except with respect to a breach of obligations arising out of this Agreement, the receipt if any, 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 execution of this Agreement by the parties operates as a complete bar 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 defense against 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 thereofEmployee’s Released Claims.
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. 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 or re-executes, as applicable, this Release of Claims, 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 1 contract
General Release of Claims. In consideration of (a) Effective from and after the covenants from Company to Executive set forth herein and in the Employment Agreement and Change of Control AgreementClosing, the receipt and sufficiency of which is hereby acknowledgedeach Seller, Executive, on his behalf for and on behalf of himself and his respective heirs, deviseessuccessors, legateesAffiliates, Related Parties and assigns, hereby releases and forever discharges the Company, and its officers, directors, employees and shareholders (and each of their respective heirs, executors, administrators, personal administrators and legal representatives, assigns and successors acting in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"such capacities), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company of 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, manner of action or actions, cause or causes of action, in law or in equity, suits, rightsnotes payable, loans, debts, Liens, contracts, agreements, promises, liabilities, claims, accounts, sums of money, bonds, bills, demands, grievances, costsdamages, losses, debtscosts or expenses, and expenses (including attorneys' fees and costs incurred)whether direct or derivative, of any nature whatsoever, known or unknown, that Executive fixed or contingent, including, without limitation, any claim for indemnification or contribution, which any Seller or his heirs, successors, Affiliates, Related Parties or assigns, either now has, ownshas or may hereafter have against the Company, or holdsits officers, directors, employees and shareholders (and each of their respective heirs, executors, administrators and assigns acting in such capacities), based on any actions, omissions, facts or claims to have, own, circumstances as existed or hold, exist on or which Executive at any time heretofore hadprior to the Closing, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreementand time of the Closing, including, but not limited to, those claims any Related Party Transaction (collectively, the “Released Claims”), save and except only claims, if any, 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 under this Agreement. Each Seller covenants that there has been no assignment or other instrumenttransfer or conveyance of any interest in any Released Claim that such Seller may have against the Company.
(b) Effective from and after the Closing, documenteach of Buyer and the Company, obligation or arrangementfor itself and on behalf of its respective successors, whether written or oralAffiliates, or any other relationshipRelated Parties and assigns, involving Executive and/or any Releaseehereby releases and forever discharges the Sellers, (ii) breach and each of any express or implied contracttheir respective heirs, breach of implied covenant of good faith executors, administrators 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 impactassigns), hostile work environmentof and from any and all manner of action or actions, sexual harassmentcause or causes of action, 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 in law or in equity, suits, notes, loans, debts, contracts, agreements, promises, liabilities, claims, accounts, sums of money, bonds, bills, demands, damages, losses, costs or expenses, whether direct or derivative, with respect to the Sellers’ Lease(s), Note(s) and Mortgage(s) (iii) or any other matter of them), which any of the Company or Buyer, or its, successors, Affiliates, Related Parties or assigns, either had, now has or may hereafter have against the Sellers (and each of which is referred their respective heirs, executors, administrators and assigns), based on any actions, omissions, facts or circumstances as existed or exist on or at any time prior to herein as a "Claim")the Closing Date; provided, however, provided that nothing contained herein the foregoing release shall operate not apply to release any obligations of Company, its successors or assigns arising under any claims under which are based on breaches of any of the Employment Agreement, the Change of Control Agreement or under any written Company benefit plans, any 401(k) plan, any pension plan representations and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereofwarranties in Article 3 and Article 4 hereof.
Appears in 1 contract
General Release of Claims. (a) In exchange for the consideration of provided in this Agreement, which you acknowledge and agree are just and sufficient consideration for the covenants from Company to Executive waivers, releases and commitments set forth herein herein, you hereby WAIVE, RELEASE and in FOREVER DISCHARGE 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 its past and present parents, subsidiaries, affiliates and divisions, their respective successors and assigns, and all of Company's their respective past and present directors, officers, employees, representatives, stockholders, predecessorsagents, successorsemployees, assignsattorneys, agents, attorneysfiduciaries, divisionsplan administrators, subsidiaries and affiliates (and agentsservices providers, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates)parties in interest, and all persons acting bytrustees or administrators of any Company plan or employee benefit plan sponsored by the Company, throughany Company plan, under and any employee benefit plan sponsored by the Company, whether as individuals or in concert with any of them their official capacity, and the respective heirs and personal representatives (collectivelytogether, the "“Releasees" and each a "Releasee"”), or any of them, from any and all charges, complaints, legally waivable claims, damagesgrievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, rightsarbitrations, demandssums of money, grievancesattorneys’ fees, costs, lossesdamages or any right to any monetary recovery or any other personal relief, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, whether known or unknown, that Executive in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which you now hashave, ownsever have had, or holds, or claims to may hereafter have, ownbased upon or arising from any fact or set of facts, acts or holdomissions, whether known or which Executive at any time heretofore hadunknown to you, owned, or held, or claimed to have, own, or hold from the beginning of time to until the date that Executive signs of execution of this AgreementAgreement (together, “Claims”), including, but not limited to, those claims Claims arising out of or relating in any way to your employment or other relationship with the Company or termination of that employment or other relationship. The release under this Section 3 includes, but is not limited to, any claim for unlawful discrimination under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Older Workers’ Benefits Protection Act (“OWBPA”), the Equal Pay Act (“EPA”), the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990 (“ADA”), 42 U.S.C. § 1981, the Family and Medical Leave Act of 1993 (“FMLA”), New York State Human Rights Law, New York Equal Pay Law, New York State Civil Rights Law, New York Off-duty Conduct Lawful Activities Discrimination Law, New York State Labor Relations Act, Article 23-A of the New York State Corrections Law, New York Whistleblower Statute, New York Family Leave Law, New York Minimum Wage Act, New York Wage and Hour Law, New York Wage Hour and Wage Payment Law, New York State Worker Adjustment and Retraining Notification Act, the retaliation provisions of New York Workers’ Compensation Law; New York City Human Rights Law; and the New York City Earned Sick Time Act, including all amendments thereto. In consideration for your release of the Releasees, the Company hereby discharges and generally releases you from all claims, causes of action, suits, agreements, and damages which each such party may have now or in the future against you for any act, omission, or event relating to your employment with the Company or termination of employment therefrom occurring up to and including the date on which you sign this Agreement to the extent that any such claim, cause of action, suit, agreement, or damages is based on facts, acts, omissions, circumstances, or events actually known as of the date of this Agreement to the Company’s Board of Directors (“Board”), or facts, acts, omissions, circumstances, or events which, as of the date of this Agreement, the Board reasonably should have been aware of.
(b) Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, Claim or right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, you may have under COBRA; (ii) breach of any express Claim or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual right you may have for unemployment insurance benefits or business relations, personal injury, slander, libel, assault, battery, negligence, negligent workers’ compensation benefits; (iii) any Claim or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure right you may have to promote, wrongful deprivation vested benefits under the written terms of a career opportunity, discrimination qualified employee pension benefit plan; (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, iv) any request to submit to Claim that cannot be waived as 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, matter of federal, regulatory, state or local law; (v) any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan; (vi) any Claim or right that may arise after the execution of this Agreement; (vii) any Claim or right you may have under this Agreement; and/or (viii) any right, if any, to continued coverage under the Company’s applicable directors’ and officers’ or other third party liability insurance policy(ies). In addition, nothing herein shall prevent you from filing a charge or complaint, either individually or with or on behalf of others, with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the U.S. Department of Labor, the Occupational Safety and Health Commission, or under the common law or in equity, and (iii) any other matter (each of which is referred federal, state, or local administrative agency or Employee’s ability to herein as a "Claim")participate in any investigation or proceeding conducted by such agency; provided, however, that nothing contained herein shall operate pursuant to release Section 3(a), you are waiving any obligations right to recover monetary damages or any other form of Companypersonal relief in connection with any such charge, its successors complaint, investigation or assigns arising under proceeding. To the extent you receive any claims under the Employment Agreementpersonal or monetary relief in connection with any such charge, complaint, investigation or proceeding, 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 will be entitled to benefits an offset for the payments made pursuant to Section 2. Notwithstanding this provision, nothing in this Agreement limits your ability to receive an award from a government-administered award program for information provided to any federal, state or local authority or administrative agency and nothing in this Agreement requires an offset of any such award. Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by the Company of, or prevents the Company from making or asserting: (i) any Claim that you engaged in acts that violated any criminal code; (ii) any Claim or right that may arise after the execution of this Agreement; or (iii) any Claim or right the Company may have under this Agreement.
(c) You also hereby WAIVE any right to (i) initiate or maintain any Claims (as defined in Section 3(a)) on a class action basis, collective action basis, or representative action basis against Releasees; (ii) serve or participate as a representative of any such class action, collective action, or representative action; (iii) serve or participate as a member of any such class action, collective action, or representative action; or (iv) recover any relief from any such class action, collective action, or representative action. You further agree that if you are included within any such class, collective, or representative action, you will take all steps necessary to opt-out of the respective terms thereofaction or refrain from opting in or otherwise participating to pursue claims in the action, as the case may be.
(d) The release in this Section 3 is binding on you, your heirs, legal representatives and assigns. However, it does not apply to any claim that may arise after the date that you sign this Agreement
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 _____________, 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 Company Released Parties and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his employment, with the Company or any Company Released Party.
b. Except as provided in Section 1(d) below, Executive intends that the General Release extend to any and all Claims of any kind or character related to, arising out of or connected with Executive’s employment with, or separation or termination from, the Company, and Executive, on behalf of himself, his agents, heirs, executors, successors and assigns, therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release of unknown claims.
c. Except as provided in equitySection 5(c) or 3(e) of the Employment Agreement, Executive acknowledges and (iii) agrees that the Company has fully satisfied any other matter (each of which is referred and all obligations owed to herein as a "Claim"); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns him arising under any claims under the Employment Agreement, and no further sums are owed to him by the Change Company or by any of Control Agreement or the other Company Released Parties at any time under any written Company benefit plansthe Employment Agreement. Executive represents and warrants that Executive has not filed, and Executive will not file, any 401(k) planlawsuit or institute any proceeding, charge, complaint or action asserting any pension plan claim released by this Agreement before any federal, state, or local administrative agency or court against any Company Released Party, concerning any event occurring prior to the signing of this Agreement. Nothing in this Agreement, however, shall be construed as prohibiting Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any similar planother federal, state or local governmental agency (each a “Government Agency”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent such limitation or prohibition is a violation of law. Executive also hereby agrees that nothing contained in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Company Released Parties.
d. Nothing in this Section 1 shall be deemed to release (i) Executive’s right to enforce the terms of this Agreement or the Employment Agreement (other than the claims released hereunder) or any other agreement unrelated to his employment hereunder between the Company and any of the Company Released Parties, (ii) Executive’s rights, if any, to any benefits as of Executive’s last day of employment with the Company under the terms of an employee compensation or benefit plan, program or agreement in which Executive is entitled to benefits a participant, including without limitation under the respective terms thereofSIP (as defined in the Employment Agreement), (iii) Executive’s rights to indemnification under any indemnification agreement he has with the Company or any other Company Released Party, under the Employment Agreement and/or under the Company’s or any Company Released Party’s charter or bylaws, or to whatever coverage Executive may have under the Company’s or any Company Released Party’s directors’ and officers’ insurance policy for acts and omissions when Executive was an officer or director of the Company or of any Company Released Party, or (iv) any claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance.
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, which arise out of or 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; (ii) any claims which may arise after the date Employee signs this Agreement; (iii) any claims for breach of this Agreement or Section 6 of the Employment Agreement; (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, any articles of incorporation, bylaws, operating agreement, directors and officers insurance policy, or other applicable plan, document, agreement, or insurance policy; (v) any claim or right Employee may have under COBRA; (vi) any claim or right Employee may have for unemployment insurance or workers’ compensation benefits; or (vii) any vested benefits under the written terms of a qualified employee pension benefit plan.
3.2 Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any federal, state or local fair employment practices and equal opportunity laws, including, but not limited to, those all claims arising out under any federal, state or local statute or ordinance, constitutional provision, public policy or common law, including all claims under the Age Discrimination in Employment Act of or relating to 1967 (i“ADEA”), as amended by the Older Workers’ Benefits Protection Act of 1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Employee Order 11246, the Employee Retirement Income Security Act of 1974 (“ERISA”) (including, but not limited to, claims for unvested benefits and claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the New York Executive Law, including its Human Rights Law, the New York Retaliatory Action By Employers Law, the New York Civil Rights Law, the New York Labor Law, the New York City Administrative Code, including its Human Rights Law, the New York State Constitution, including any agreementamendments thereto, 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) and all claims for breach of any express or implied contract, all claims for breach of implied any covenant of good faith and fair dealing, misrepresentationall claims for promissory estoppel or detrimental reliance, interference with contractual all claims for wages, bonuses, incentive compensation, fringe benefits and severance allowances or business relationsentitlements, personal injuryall tort claims, slanderall claims for compensatory or punitive damages, 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 constitutionalclaim for damages or injury of any kind whatsoever, federaland all claims for monetary recovery, regulatoryincluding, state without limitation, attorneys’ fees and related expenses, experts’ fees and related expenses, medical fees and related expenses, and all other costs and disbursements. Employee hereby irrevocably and unconditionally waives and relinquishes any right to obtain or local lawreceive reinstatement or any monetary, injunctive, or under other relief through any suit, complaint, action or proceeding commenced or maintained in any court, agency, or other forum by Employee or on Employee’s behalf for or on account of any of the common law or claims released 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 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: Employment Agreement (Annaly Capital Management Inc)
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.)