Common use of General Release Clause in Contracts

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 4 contracts

Samples: Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.), Employment Agreement (Aziyo Biologics, Inc.)

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General Release. For valuable considerationa. In consideration of the payments and benefits required to be provided to the Executive under the agreement between the Employer and the Executive, dated August 14, 2009, (the “Letter Agreement”) and after consultation with counsel, the receipt Executive, for himself and adequacy on behalf of which are hereby acknowledged, each of the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, Executive’s heirs, assignsexecutors, administrators, representatives, agents, directorssuccessors and assigns (collectively, the “Releasors”), hereby irrevocably and unconditionally releases and forever discharges the Employer, its majority owned subsidiaries and affiliated companies, and each of its officers, employees, representativesdirectors, lawyers, insurersshareholders, and all persons acting byagents (collectively, through, under or in concert with them, or any of them, of and the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings, lossesor liabilities of whatever kind or character (collectively, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII any Claims under any federal, state, local, or foreign law, that the Releasors may have, or in the future may possess, arising out of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments the Executive’s employment relationship with and service as an employee, officer, or benefits under Section 4(a) director of that certain Employment Agreementthe Employer and any of its majority-owned subsidiaries and affiliates, effective as or the termination of [Ÿ], between Aziyo Biologics, Inc. the Executive’s service in any and the undersigned (the “Employment Agreement”)all of such relevant capacities, (ii) to payments the Letter Agreement, or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 2(b)(iv) of the Employment Agreement, shall not apply to (iv) to accrued or vested benefits the undersigned may have, if any, as payment and/or benefit obligations of the date hereof Employer or any of its affiliates, (collectively, the “Employer Group”) under any applicable plan, policy, practice, program, contract or agreement with the CompanyLetter Agreement, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising Claims the Executive may have under any indemnification agreement between plans or programs not covered by the undersigned Letter Agreement in which the Executive participated and under which the Company or under the bylawsExecutive has accrued and become entitled to a benefit, certificate of incorporation or other similar governing document of the Company, and (vi) to any Claims which cannot be waived indemnification or other rights the Executive may have under the Letter Agreement or in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by an employee under applicable law the Employer or (vii) any such group member with respect to liabilities arising as a result of the undersignedExecutive’s right to communicate directly withservice as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, cooperate withthe Releasors further agree that the payments and benefits as required by the Letter Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or provide information toimplied, that the Releasors may have against the Employer or any federalmember of the Employer Group arising out of the Executive’s employment relationship under the Letter Agreement and the Executive’s service as an employee, state officer or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990director of the Employer or a member of the Employer Group under the Letter Agreement or the termination thereof, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:as applicable.

Appears in 4 contracts

Samples: Release Agreement (Penn Millers Holding Corp), Release Agreement (Penn Millers Holding Corp), Release Agreement (Penn Millers Holding Corp)

General Release. For valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Bank and the Company, and its partnerseach and all of their past, present, and future parent companies, subsidiaries, associatesrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, employees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein includeof Employee’s execution of this Release Agreement, including, without limiting the generality of the foregoinglimitation, any Claims claim or obligation arising from or in any way arising out ofrelated to Employee’s employment with the Bank or the Company, based uponthe termination of that employment, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any express claim for discrimination or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and [__].1 Notwithstanding Housing Act, the foregoingCalifornia Labor Code, this general release (the “Release”) shall not operate California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to release any rights or claims waive the provisions and protections of Section 1542 of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementCalifornia Civil Code, effective as of [Ÿ]which reads: “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, between Aziyo BiologicsAND THAT IF KNOWN BY HIM OR HER, Inc. WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This General Release covers not only any and all claims by Employee against the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned Bank and the Company, (iii) with respect and the other persons and entities released in this General Release, but, to Section 2(b)(iv) of the Employment Agreementextent permitted by applicable law, (iv) to accrued it also covers any claim for damages or vested benefits reinstatement asserted on Employee’s behalf by any other person or entity, including, without limitation, any government agency, and Employee expressly waives the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) right to any Claims, including such damages or reinstatement. This General Release does not include any claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which that cannot lawfully be waived or released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Employee.

Appears in 4 contracts

Samples: Release Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

General Release. For valuable consideration(a) Employee, the receipt on behalf of himself and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunderLongs Corporation, consisting of Aziyo Biologics, Inc.Longs California, and its partners, subsidiaries, associates, all of their respective affiliates, successors, heirs, assigns, agentsstockholders, directors, officers, employees, representatives, lawyerssuccessors, insurersassigns, agents and all persons acting by, through, under or in concert with them, or any of them, of and attorneys from any and all manner of action or charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expensesand costs actually incurred), of any nature whatsoeverwhatever kind or nature, known or unknown, fixed suspected or contingent unsuspected, joint or several (hereinafter called “Claims”), which the undersigned now Employee has had or may hereafter claim to have had, against the Releasees, any such persons or any of them, entities by reason of any matter, causeact, omission, cause or thing whatsoever from event whatever that has occurred up to and including the beginning Effective Date other than those obligations set forth in this Agreement. This release and waiver of time to the date hereof. The Claims released herein includespecifically includes, without limiting the generality of the foregoing, any limitation: (i) all Claims arising from or relating in any way to any act or failure to act by any employee, officer or director of Longs, (ii) all Claims arising out of, based upon, from or related relating in any way to the employment relationship of Employee with Longs and/or the termination thereof, including any Claims which have been asserted or termination could have been asserted against Longs, and (iii) any and all Claims which might have been asserted by Employee in any suit, claim, or charge, for or on account of employment of any matter or things whatsoever that has occurred up to and including the undersigned by the ReleaseesEffective Date, under any and all laws, constitutions, statutes, orders, regulations, or any other claim of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalright(s), state or local statute or ordinance including, including without limitation, any claim under (as amended) the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Americans With Disabilities California Fair Employment and Housing Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information toCalifornia Labor Code, any other federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990statute or law governing employment or the termination of employment, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:and any Claim in contract or tort.

Appears in 4 contracts

Samples: Separation Agreement (Longs Drug Stores Corp), Separation Agreement (Longs Drug Stores Corp), Separation Agreement (Longs Drug Stores Corp)

General Release. For valuable considerationExecutive, the receipt for himself and adequacy of which are hereby acknowledgedfor his heirs, the undersigned executors, administrators, successors, and assigns, does hereby irrevocably and unconditionally waive, release and forever discharge the “Releasees” hereunderdischarge, consisting of Aziyo BiologicsCompany, Inc.its past and present parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directorsand their respective current and former employees, officers, employeesdirectors and agents (collectively, representativesthe “Released Parties”), lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action past or actionspresent claims, cause or demands, causes of action, in law or in equitylawsuits, suitsgrievances, debts, liens, contracts, agreements, promises, liability, claims, demandsobligations, damages, losses, costsexpenses, attorneys’ fees fees, and liabilities of whatever kind or expenses, of any nature whatsoevernature, known or unknown, fixed or contingent unknown (all hereinafter called referred to as “Claims”), which the undersigned he ever had, now has has, or may hereafter claim to have had, against the Releasees, Released Parties or any of themthem based on any events, facts or circumstances arising at any time on or before the date of this Agreement, including but not limited to claims that relate to Executive’s service with Company and/or the separation from such service; provided that the foregoing release applies to current and former employees, officers, directors and agents only to the extent of Claims based on their actions (or failures to act) within the course or scope of their employment or service on the Board of Directors, as applicable, or otherwise made by reason of the fact that any mattersuch individual is or was an employee, causeofficer, director or agent of Company, or thing whatsoever from is or was serving at the beginning request of time to Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the date hereof“Claim Limitation Caveat”). The Executive agrees that this general release of Claims released herein includeincludes, without limiting the generality but is not limited to, (a) claims of the foregoingrace, any Claims in any way arising out ofage, based upongender, sexual orientation, religious or related to the employment or termination of employment of the undersigned by the Releasees, national origin discrimination or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, legally protected status under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination In in Employment ActAct of 1967, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release as amended (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits ; and under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorlaws, as amended; (b) claims based on any other federal, state or local laws, including but not limited to the Equal Pay Act; 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 Industrial Welfare Commission Wage Orders; the California Constitution; and the California Government Code, as well as any amendments to those laws; (c) claims of disputed wages or entitlement to any other pay; (d) claims of wrongful discharge or retaliation; (e) claims of breach of any implied or express contract or covenant; (f) claims for violation of personnel policies, handbooks, or any covenant of good faith and fair dealing; (g) claims for promissory estoppel; (h) ERISA claims; (i) claims for wrongful denial of insurance or other benefits; (j) claims based on any public policy violation or on any tort, such as invasion of privacy, sexual harassment, defamation, fraud, misrepresentation and/or infliction of emotional distress; and (k) claims relating to Executive’s service as a director on the Board of Directors or actions taken by the directors on the Board of Directors or any of them as directors. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990Execution of this Agreement by Executive operates as a complete bar and defense against any and all Claims that may be made by Executive against the Released Parties or any of them, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:subject to the Claim Limitation Caveat. Executive expressly understands that among the various claims and rights being waived by Executive in this Agreement are those arising under the ADEA, and in that regard Executive specifically acknowledges that Executive has read and understands the provisions of Section 9 below before signing this Agreement.

Appears in 4 contracts

Samples: Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc), Waiver and Release Agreement (Molina Healthcare Inc)

General Release. For valuable considerationThe Executive, on behalf of himself and anyone claiming through him, hereby agrees not to sxx the receipt and adequacy Company or any of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partnersdivisions, subsidiaries, associatesaffiliates or other related entities (whether or not such entities are wholly owned) or any of the past, affiliates, successors, heirs, assigns, agents, present or future directors, officers, administrators, trustees, fiduciaries, employees, representatives, lawyers, insurers, and all persons acting by, through, under agents or in concert with them, attorneys of the Company or any of themsuch other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Released Parties”), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the date hereof. The Claims released herein includeon which this Agreement is executed, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII all matters in any way related to the Executive’s employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company or any of its affiliates, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination In in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act of 1974, the Illinois Human Rights Act, the Chicago or Cxxx County Human Rights Ordinance or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this general Section 9 shall apply to, or release (the “Release”) shall not operate to release Company from, any rights or claims obligation of the undersigned Company (i) to payments contained in this Agreement or benefits under Section 4(a) in any benefit plan of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (Company in which the “Employment Agreement”), Executive participates or (ii) to payments or benefits under any equity award agreement between indemnify the undersigned and Executive pursuant to the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, ’s certificate of incorporation or other similar governing document by-laws. The consideration offered herein is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the Companyother Released Parties, (vi) to and that in the event of any Claims which cannot be waived by an employee under applicable law further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or (vii) with respect other obligation of any kind to the undersigned’s Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Executive. The Executive agrees that he has no present or future right to communicate directly with, cooperate with, employment with the Company or provide information to, any federal, state of the other Released Parties and that he will not apply for or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:otherwise seek employment with any of them.

Appears in 3 contracts

Samples: Retirement Agreement (Technology Solutions Company), Retirement Agreement (Technology Solutions Company), Separation Agreement (Technology Solutions Company)

General Release. For valuable considerationIn consideration of the payments and benefits under this Agreement, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, the receipt and adequacy of which are hereby acknowledged, the undersigned Executive does hereby release release, remise, acquit and forever discharge the Company and each of its Affiliates (the Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company Affiliated Group”), and its partnersin their capacity as such, subsidiariestheir present and former officers, associatesdirectors, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any of the Company Released Parties in any capacity, including, without limitation, any and all claims (hereinafter called i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of 1974 (ClaimsERISA”), which any and all claims arising under the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits the Florida Law Against Discrimination and any and all claims under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) whistleblower laws or whistleblower provisions of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSlaws excepting only:

Appears in 3 contracts

Samples: Separation Agreement (St Joe Co), Separation Agreement (St Joe Co), Separation Agreement (St Joe Co)

General Release. For valuable consideration, (a) In consideration for the receipt of those payments that are in excess of the amounts required to be paid to Me by Law (as detailed in the settlement of account attached hereto), I, on behalf of myself and adequacy of which are hereby acknowledgedmy family, the undersigned does hereby release agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and forever discharge assigns (the “Releasees” hereunderReleasors”), consisting hereby irrevocably and unconditionally (i) represent and warrant that I have received in a timely manner full and complete payment of Aziyo Biologicsall amounts due to Me under my employment agreement with the Company or under any applicable law and/or in connection with the termination of my employment, Inc.both at law and pursuant to the terms of the employment agreement, and (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to xxx the Company and each of its partners, respective past and/or present subsidiaries, associates, affiliates, successors, heirs, successors and assigns, agentsand each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, agents or other representatives, lawyersand employee benefit plans of the Company or its affiliates, insurersincluding, but not limited to, trustees and all persons acting byadministrators of these plans, throughin each case, under or in concert with themtheir individual and/or representative capacities (collectively, or any of them, of and the “Releasees”) from any and all manner of action claims, contractual or actionsotherwise, cause or demands, costs, rights, causes of action, in law or in equity, suitscharges, debts, liens, contracts, agreements, promises, liabilityobligations, claims, demands, damagescomplaints, losses, costsdamages and all liability of whatever kind and nature, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and hereby waive any and all rights that I, he, she or contingent (hereinafter called “Claims”)it may have, which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time up to and including the date hereof. The Claims released herein includetime of signing this Release Agreement, without limiting in respect of my employment or separation from employment with the generality of the foregoingCompany, any Claims or is in any way arising out of, based upon, connected with or related to the employment any applicable compensatory or termination benefit plan, program, policy or arrangement, including, but not limited to, any claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of employment pension fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of the undersigned expenses and/or any other payments or benefits due to Me by any of the Releasees, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of them; any alleged breach of any express its affiliates and myself, now or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claimshereafter recognized, including claims for indemnification and/or advancement of expenses arising under wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided that such released claims shall not include any indemnification agreement between the undersigned and the Company claims to enforce my rights under, or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federalpost-termination obligations of the Company expressly undertaken by the Company under my employment agreement with the Company (including vested accrued benefits and compensation under the Company’s employee benefit plans and arrangements as set forth in Section 9 to the Employment Agreement), state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rights as a shareholder of the Company and rights to indemnification and liability insurance coverage.

Appears in 3 contracts

Samples: Employment Agreement, Employment Agreement (Teva Pharmaceutical Industries LTD), Employment Agreement

General Release. For valuable considerationIn consideration of the promises of the Company set forth in the Agreement, the receipt which includes compensation to which I would not otherwise be entitled, I, on behalf of myself, and adequacy of which are my heirs, executors, administrators, successors, assigns, dependents, descendants and attorneys hereby acknowledgedknowingly, the undersigned does hereby release voluntarily, and willingly fully and forever discharge the “Releasees” hereunderrelease, consisting of Aziyo Biologics, Inc.discharge, and covenant not to sxx the Company and its partnersdirect and indirect parents, subsidiaries, associates, affiliates, successorsand related companies, heirspast and present, assigns, agents, as well as each of its and their directors, officers, employees, agents of the foregoing, representatives, lawyersadvisers, trustees, insurers, assigns, successors, and all persons acting byagents, throughpast and present (collectively, under or in concert hereinafter referred to as the "Released Parties"), of, from, and with themrespect to any claim, duty, obligation, or any of them, of and from any and all manner cause of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, relating to any matters of any nature whatsoeverkind, whether presently known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or that any of them may hereafter have against the Releaseespossess arising from any omissions, acts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to facts that have occurred up until and including the date hereof. The of this Release of Claims released herein include, without limiting including: · any and all claims relating to or arising from my employment relationship with the generality of Company and the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or either such relationship; · any of them; any alleged breach of any express or implied contract and all claims for wrongful discharge of employment; any alleged torts breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or other alleged legal restrictions on Releasees’ right to terminate the employment intentional infliction of the undersignedemotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; · any alleged violation and all claims arising under the Employee Retirement Income Security Act of any federal1974, state or local statute or ordinance including, without limitationthe Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In Employment Civil Rights and Women's Equity Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Americans With Disabilities Fair Labor Standards Act, and [__].1 Notwithstanding the foregoingNational Labor Relations Act, this general release (the “Release”) shall not operate as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to release any discrimination in employment or human rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under common law; · any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including all claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company salary, bonus, severance pay, pension, paid time off pay, life insurance, health or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withmedical insurance, or provide information toany other fringe benefits, other than the payments and benefits provided for in the Agreement; · any federal, state and all claims arising out of any other laws and regulations relating to employment or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:employment discrimination; and · any and all claims for attorneys' fees and costs.

Appears in 3 contracts

Samples: Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc), Employment Agreement (Integrated Alarm Services Group Inc)

General Release. For valuable considerationSECTION 6.1 In consideration of, among other things, the receipt Directing Noteholders’ execution and adequacy delivery of which are hereby acknowledgedthis Forbearance Agreement, each of the undersigned does hereby release and forever discharge the “Releasees” hereunderCompany Parties, consisting on behalf of Aziyo Biologics, Inc., itself and its partnersagents, representatives, officers, directors, advisors, employees, subsidiaries, associates, affiliates, successorssuccessors and assigns (collectively, heirs“Releasors”), assignshereby forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, agentsreleases and discharges, directorsto the fullest extent permitted by law, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, that are known and now existing, whether arising at law or unknownin equity (collectively, fixed or contingent (hereinafter called the “Claims”), which against any or all of the undersigned Directing Noteholders and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, that are now has known and existing on or may hereafter before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among any of the Company Parties, on the one hand, and the Directing Noteholders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof that have occurred prior to the Forbearance Effective Date; provided that the Company Parties do not release the Releasees from their respective obligations and agreements specifically set forth in this Forbearance Agreement. The receipt by any of the Company Parties of any financial accommodations made by the Directing Noteholders after the date hereof shall constitute a ratification, adoption, and confirmation by the Company Parties of the foregoing general release of all Claims against the ReleaseesReleasees that are based in whole or in part on facts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time that are known and now existing prior to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach receipt of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:such financial accommodations.

Appears in 3 contracts

Samples: Forbearance Agreement (Ion Geophysical Corp), Forbearance Agreement (Ion Geophysical Corp), Forbearance Agreement (Ion Geophysical Corp)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee's employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Sxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release : (the “Release”a) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, ; (ivb) to accrued the Employee’s employment or vested benefits the undersigned may have, if any, as other relationship with any of the date hereof Released Parties or the termination thereof; and (c) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any applicable plan, policy, practice, program, contract or agreement the Employment Agreement with the CompanyCompany dated October 20, (v) to any Claims2017, a signed copy of which is attached hereto as Exhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 3 contracts

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

General Release. For valuable considerationAs a material inducement to the Company to enter into this Agreement and to provide the Severance Payment, Employee hereby irrevocably and unconditionally releases, waives and discharges the receipt Company and adequacy each and all of which are hereby acknowledgedthe Company’s owners, the undersigned does hereby release and forever discharge the “Releasees” hereunderstockholders, consisting of Aziyo Biologicspredecessors, Inc.successors, and its partnersassigns, agents, directors, officers, employees, former employees, representatives, attorneys, accountants, benefit plans, insurers, parent companies, divisions, subsidiaries, associatesaffiliates (and owners, affiliatesstockholders, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyersattorneys, insurersaccountants, benefit plans and insurers of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, or under or in concert with them, or any of them, of and them (collectively “Releasees”) from any and all manner of action or actionsindividual, cause or class, and/or representative claims, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints and liabilities (including but not limited to attorney’s fees) of any nature kind whatsoever, whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)claimed, which the undersigned now Employee has or may hereafter claim to have against the Releasees, any Releasee relating to or any of them, by reason arising out of any matter, cause, matter or thing whatsoever from the beginning of time which occurred on or prior to the date hereofof execution of this Agreement, including, without limitation, any and all individual, class, and/or representative claims arising out of or relating to Employee’s employment with the Company and/or Employee’s employment separation. The Claims released herein released, waived, and discharged claims also include, without limiting the generality but are not limited to individual, class and/or representative claims of the foregoingany kind for unfair competition, any Claims in any way arising out ofwrongful discharge, based uponconstructive discharge, defamation, invasion of privacy, infliction of emotional distress, misrepresentation or related to the employment or termination of employment of the undersigned by the Releaseesfraudulent inducement, or any of them; any alleged breach of any express or implied contract of employment; contract, claims arising under any alleged torts Company handbook, manual, policy, or practice, any other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; claims for severance pay, attorney’s fees and any alleged violation costs, expenses, bonuses, back pay, future wage loss, and front pay, claims for wages, overtime, compensation, commissions, bonuses, or pay of any federalkind purportedly due to Employee for work performed during any and all periods of time prior to the date of this Agreement, state or local statute or ordinance includingas well as all associated liquidated damages, without limitationpremiums, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actpenalties, and [__].1 Notwithstanding the foregoinginterest, this general release (the “Release”) shall not operate to release whether such claims are known or unknown, under any rights or theory of law, including state law and federal law, claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or for benefits under any equity award agreement between the undersigned employee benefit plan or program, claims for a breach of an implied covenant of good faith and the Companyfair dealing, (iii) claims for interference with respect to Section 2(b)(iv) of the Employment Agreementcontract, (iv) to accrued negligence, or vested benefits the undersigned may have, if any, as of the date hereof claims under any applicable planother federal, state, municipal, or local insurance, human rights, civil rights, wage-hour, pension, or labor laws, rules or regulations, public policy, practice, program, contract or agreement with the Companytort laws, (v) to or any Claimsclaim of retaliation under such laws, including claims for indemnification and/or advancement of expenses or any claim arising under common law, or under the constitution or any indemnification agreement between amendments thereto, or any other claim which could be asserted against the undersigned and Releasee(s) or which arise out of the Employee’s employment relationship with the Company or under the bylaws, certificate termination of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:that employment relationship.

Appears in 3 contracts

Samples: General Release (OP Bancorp), Employment Agreement (OP Bancorp), Employment Agreement (OP Bancorp)

General Release. For valuable considerationIn consideration of the payments to be made hereunder and having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, the receipt or may be entitled to claim, Executive, for himself, and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release and release, forever discharge the “Releasees” hereunderand promise not to xxx Employer, consisting of Aziyo Biologicsits parents, Inc.subsidiaries, affiliates, successors and assigns, and its past and present officers, directors, partners, subsidiariesemployees, associatesmembers, affiliatesmanagers, successorsshareholders, agents, attorneys, accountants, insurers, heirs, assignsadministrators, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and executors (collectively the “Released Parties”) from any and all manner of action or claims, liabilities, costs, expenses, judgments, attorney fees, actions, cause or causes known and unknown, of action, every kind and nature whatsoever in law or in equity, suitswhich Executive had, debtsnow has, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims Released Parties relating in any way to Executive’s employment with Employer or termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between Executive and any of the Released Parties except as otherwise described herein; any business enterprise or proposed enterprise contemplated by any of the Released Parties, as well as anything done or not done prior to and including the date of execution of this Agreement. Nothing in this Agreement shall be construed to release Employer from any obligations set forth in this Agreement. Executive understands and agrees that this release and covenant not to xxx shall apply to any and all claims or liabilities arising out of, based upon, of or related relating to Executive’s employment with Employer and the employment or termination of employment such employment, including, but not limited to: claims of the undersigned by the Releaseesdiscrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital status, parental status, veteran status, union activities, disability or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any grounds under applicable federal, state or local statute or ordinance law, including, without limitationbut not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; and Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 19641991; 42 U.S.C. § 1981, the Age Discrimination In Employment Employee Retirement Income Security Act, the Americans With Disabilities ActConsolidated Omnibus Budget Reconciliation Act of 1985 as amended, and [__].1 Notwithstanding the foregoingRehabilitation Act of 1973, this general release the Equal Pay Act of 1963 (the “Release”EPA) shall not operate to release as well as any rights or claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the undersigned (i) to payments covenant of good faith and fair dealing; intentional or benefits under Section 4(a) negligent infliction of that certain Employment Agreement, effective as emotional distress; retaliation; outrage; defamation; invasion of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments privacy; breach of contract; fraud or benefits negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, programemployment, contract or agreement with the Company, (v) to any Claims, including tort laws; claims for indemnification and/or advancement of expenses arising under any indemnification agreement between other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of his employment or the undersigned and the Company separation of his employment with Employer. In addition, Executive agrees not to cause or under the bylaws, certificate of incorporation encourage any legal proceeding to be maintained or other similar governing document instituted against any of the Company, (vi) Released Parties. This release does not apply to any Claims which claims for unemployment compensation or any other claims or rights which, by law, cannot be waived by an employee under applicable law or (vii) with respect to waived, including the undersigned’s right to communicate directly withfile an administrative charge or participate in an administrative investigation or proceeding; provided, cooperate with, however that Executive disclaims and waives any right to share or provide information to, participate in any federal, state monetary award resulting from the prosecution of such charge or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:investigation or proceeding.

Appears in 3 contracts

Samples: Waiver and Release Agreement (Civeo Corp), Executive Agreement (Civeo Corp), Executive Agreement (Civeo Corp)

General Release. For valuable considerationIn consideration of the payments and benefits to be made under the Change in Control Severance Agreement, dated as of , 2008, to which Community Health Systems, Inc. (the “Corporation”), Community Health Systems Professional Services Corporation (the “Employer”), and [●] (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the Releasees” hereunderCorporation Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsshareholders, officersattorneys, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Corporation Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Corporation Released Party (hereinafter called an ClaimsAction”) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Corporation Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 3 contracts

Samples: Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp), Change in Control Severance Agreement (Quorum Health Corp)

General Release. For valuable considerationIn consideration of the benefits set forth herein and in the Change of Control Agreement, Executive hereby fully, finally, and completely releases the Company, the receipt and adequacy of which are hereby acknowledgedPartnership, the undersigned does hereby release and forever discharge the “Releasees” hereunderTETRA, consisting of Aziyo Biologicstheir respective predecessors, Inc., and its partnerssuccessors, subsidiaries, associatesstockholders, affiliatesunitholders and affiliates and the officers, successorsdirectors, heirspartners, assignsmanagers, control persons, employees, agents, directorsattorneys, officers, employees, representatives, lawyers, insurers, representatives and all persons acting by, through, under or in concert with them, or assigns of any of themthem (collectively, of and the “Released Parties”), from any and all manner of action or liabilities, claims, actions, cause or losses, expenses, demands, costs, fees, damages and/or causes of action, in law of whatever kind or in equitycharacter, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether now known or unknownunknown (collectively, fixed or contingent (hereinafter called “Claims”), which arising from, relating to, or in any way connected with, any facts or events occurring on or before the undersigned now has or execution of this Release Agreement that he/she may hereafter have against any Released Parties, including, but not limited to any such Claims arising out of or in any way related to Executive’s employment with the ReleaseesCompany, an Affiliate, or any member of them, by reason of any matter, causethe Partnership Group, or thing whatsoever from the beginning termination of time to the date hereof. The Claims released herein includesuch employment, without limiting the generality of the foregoingincluding but not limited to, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute statute, any breach of contract, any wrongful termination, or ordinance includingother tort or cause of action. Executive confirms that this Release Agreement was neither procured by fraud nor signed under duress or coercion. Further, without limitationExecutive waives and releases the Released Parties from any Claims that this Release Agreement was procured by fraud or signed under duress or coercion so as to make the Release Agreement not binding. Executive understands and agrees that by signing this Release Agreement, Title VII he is giving up the right to pursue any legal Claims released herein that he may currently have against any Released Parties, whether or not he is aware of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actsuch Claims, and [__].1 Notwithstanding specifically agrees and covenants not to bring any legal action for any Claims released herein. The only claims that are excluded from this Release Agreement are Claims arising after the foregoing, date of this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Release Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under including any applicable plan, policy, practice, program, contract or agreement with future Claims relating to the Company, (v) to any Claims, including claims for indemnification and/or advancement ’s performance of expenses arising under any indemnification agreement between the undersigned and the Company or its obligations under the bylaws, certificate Change of incorporation or other similar governing document of the Company, (vi) to Control Agreement and any Claims which that cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s law; Executive does waive, however, his right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:monetary recovery if any governmental agency pursues any claims on his behalf.

Appears in 3 contracts

Samples: Change of Control Agreement (CSI Compressco LP), Change of Control Agreement (Compressco Partners, L.P.), Change of Control Agreement (Compressco Partners, L.P.)

General Release. For valuable considerationEffective upon and subject to the occurrence of the Closing, the receipt Company, ASOF and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Phoenix (the “Releasees” hereunderReleasing Parties”), consisting each on behalf of Aziyo Biologics, Inc., itself and its partnerssuccessors, subsidiaries, associatesassigns, affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and irrevocably release, waive and forever discharge: (i) each of the other Releasing Parties and (ii) each of the other Releasing Parties’ respective past and present successors, heirs, assigns, agentsaffiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, officersstockholders, partners, members, managers, employees, representativesattorneys, lawyersfinancial advisors, insurersauthorized persons, accountants and all persons acting byagents (the Persons set out in clauses (i)-(ii), through, under or in concert with them, or any of them, of and collectively the “Released Parties”) from any and all manner of action or actionsclaims, cause or obligations, suits, judgments, damages, demands, debts, rights, causes of action, choses in law action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or related in equityany way to: (A) the Existing Unsecured Notes, suits(B) the Existing Unsecured Notes Indenture, debts(C) the Agreement or (D) the Refinancing; in each case whether liquidated or unliquidated, liensfixed or contingent, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees matured or expenses, of any nature whatsoeverunmatured, known or unknown, fixed foreseen or contingent unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place in each case prior to the Closing (hereinafter called collectively, the ClaimsReleased Matters”); provided, which however, that the undersigned now has foregoing shall not be deemed to release, affect, limit, waive or may hereafter have modify in any manner (1) any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities whatsoever arising under any contract or agreement entered into by a Released Party on or after the Closing Date, including (a) the New Revolving Credit Agreement, (b) the New First Lien Credit Agreement, (c) the New Second Lien Credit Agreement, (d) the New Third Lien Notes Indenture, (e) the Warrant Agreements, (f) the Intercreditor Agreement, (g) the Shareholders’ Agreement, (h) the Note Purchase Agreement, (i) the Designation Certificate, (j) the Management Employment Agreements and (k) all documents related to the foregoing; (2) the rights of such Releasing Party to enforce the Agreement and the Transaction Documents delivered or executed in connection therewith against the Releasees, persons who executed the Agreement or any of themthe Transaction Documents, by reason as applicable (including, for the avoidance of any matterdoubt, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality right of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned Supporting Noteholders and the Company or to enforce any indemnification obligations under the bylaws, certificate of incorporation or other similar governing document Section 7.01 of the Company, Agreement and the rights of the Company and Supporting Noteholders to enforce Section 8.02 of the Agreement); (vi3) to any Claims which that cannot be waived or released by an employee under applicable law operation of Applicable Law; or (vii4) with respect to the undersignedany act or omission arising out of any Released Party’s right to communicate directly with, cooperate with, gross negligence or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:willful misconduct.

Appears in 2 contracts

Samples: Refinancing Support Agreement (Alion Science & Technology Corp), Refinancing Support Agreement (Alion Science & Technology Corp)

General Release. For valuable considerationAs a condition of receiving the Separation Benefits, the receipt you, on your own behalf and adequacy on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, your successors, heirs, assignsbeneficiaries, agents, directorsassigns, and representatives, voluntarily agree to waive and release the Company and its parents, subsidiaries, predecessors, affiliated entities, successors and assigns, together with each of those entities’ respective employee benefit plans and programs and the administrators and fiduciaries of such plans and programs, current and former owners, officers, directors, partners, employees, agents, representatives, lawyersfiduciaries, insurersinsurers and reinsurers and administrators, and all persons acting by, through, under both individually or in concert with themtheir business capacity (collectively, or any of themthe “Releasees”), of and from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitygrievances, suitswages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, liens, contracts, agreements, promises, liability, profit sharing claims, demandsexpenses, damages, lossesjudgments, costsorders and liabilities of whatever kind or nature in state, attorneys’ fees provincial or expensesfederal law, of any nature whatsoeverequity or otherwise, whether known or unknownunknown to you (collectively, fixed or contingent (hereinafter called “the ”Claims”), which the undersigned you now has own or may hereafter holds or have at any time owned or held as against the Releasees, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, suspected or unsuspected: (1) arising out of your employment with the Company or any of its affiliates or the termination of such employment; (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by reason or on the part of any matter, causeReleasees, or thing whatsoever from any of them, committed or omitted on or before the beginning of time date this Agreement is executed by you; and/or (3) relating to the date hereofenforceability or reasonableness of the restrictions contained in the Employment Agreement, the Affiliate Agreements (defined in Section 6(a) below) or in Section 6 herein (including subparts); provided, however, that nothing contained herein shall affect your rights to enforce this Agreement or the indemnification obligations of the Company and its affiliates as set forth in Section 9 of this Agreement. The Claims released herein includeAlso, without limiting the generality of the foregoing, you specifically release Releasees from any Claims claim for attorneys’ fees. YOU ALSO SPECIFICALLY AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT (ADA), THE AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA), THE EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA), THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (WARN), THE NATIONAL LABOR RELATIONS ACT (NLRA), THE FAMILIES FIRST CORONAVIRUS RESPONSE ACT, THE CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT, THE AMERICAN RESCUE RESPONSE PLAN ACT, AND ALL OTHER STATE LAWS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY YOU OR BY A GOVERNMENTAL AGENCY. Notwithstanding your release of claims and confidentiality, non-disparagement, and cooperation obligations set forth in any way arising out ofthis Agreement, based uponyou retain the right to file a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), or related to the employment or termination of employment of National Labor Relations Board (NLRB), the undersigned by Occupational Safety and Administration Board (OSHA), the ReleaseesSecurities and Exchange Commission (SEC), or any other federal, state or local civil rights agency or to participate in the investigation of themsuch charge filed by another person or to initiate or respond to communications with such government agencies; however you waive all rights to share in any alleged breach of damages awarded under any express class action, EEOC charge, or implied contract of employment; any alleged torts state civil rights agency complaint or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation as a result of any federal, state or local statute administrative agency action. Additionally, nothing in this Agreement prohibits or ordinance including, without limitation, Title VII of restricts you from filing a charge or complaint with the Civil Rights Act of 1964Securities and Exchange Commission (SEC), the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Financial Industry Regulatory Authority (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”FINRA), (ii) or any other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to payments communicate with any securities regulatory agency or benefits under authority or otherwise participate in any equity award agreement between the undersigned and investigation or proceeding that may be conducted by any governmental agency in connection with reporting a possible securities law violation without notice to the Company, (iii) with respect . This Agreement does not limit your right to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims receive an award for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect information provided to the undersigned’s right to communicate directly with, cooperate with, SEC staff or provide information to, any federal, state other securities regulatory agency or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:authority.

Appears in 2 contracts

Samples: Restaurant Brands International Limited Partnership, Restaurant Brands International Inc.

General Release. For valuable consideration, (a) In consideration for the receipt of those payments that are in excess of the amounts required to be paid to Me by Law (as detailed in the settlement of account attached hereto), I, on behalf of myself and adequacy of which are hereby acknowledgedmy family, the undersigned does hereby release agents, representatives, heirs, executors, trustees, administrators, attorneys, successors and forever discharge assigns (the “Releasees” hereunderReleasors”), consisting hereby irrevocably and unconditionally (i) represent and warrant that I have received in a timely manner full and complete payment of Aziyo Biologicsall amounts due to Me under my employment agreement with the Company or under any applicable law and/or in connection with the termination of my employment, Inc.both at law and pursuant to the terms of the employment agreement, and (ii) release, settle, cancel, acquit, discharge and acknowledge to be fully satisfied, and covenant not to xxx the Company and each of its partners, respective past and/or present subsidiaries, associates, affiliates, successors, heirs, successors and assigns, agentsand each of their respective predecessors, and past and/or present stockholders, partners, members, directors, managers, officers, employees, agents or other representatives, lawyersand employee benefit plans of the Company or its affiliates, insurersincluding, but not limited to, trustees and all persons acting byadministrators of these plans, throughin each case, under or in concert with themtheir individual and/or representative capacities (collectively, or any of them, of and the “Releasees”) from any and all manner of action claims, contractual or actionsotherwise, cause or demands, costs, rights, causes of action, in law or in equity, suitscharges, debts, liens, contracts, agreements, promises, liabilityobligations, claims, demands, damagescomplaints, losses, costsdamages and all liability of whatever kind and nature, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed and hereby waive any and all rights that I, he, she or contingent (hereinafter called “Claims”)it may have, which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time up to and including the date hereof. The Claims released herein includetime of signing this Release Agreement, without limiting in respect of my employment or separation from employment with the generality of the foregoingCompany, any Claims or is in any way arising out of, based upon, connected with or related to the employment any applicable compensatory or termination benefit plan, program, policy or arrangement, including, but not limited to, any claims relating to salaries, benefits, bonuses, compensation, fringe benefits, social benefits according to any law or agreement, amounts of employment pension fund, overtime, severance pay, sick pay, recreation payments, vacation payments, prior notice payments, options or other securities, reimbursement of the undersigned expenses and/or any other payments or benefits due to Me by any of the Releasees, or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of them; any alleged breach of any express its affiliates and myself, now or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claimshereafter recognized, including claims for indemnification and/or advancement of expenses arising under wrongful discharge, slander and defamation, as well as all claims for counsel fees and costs; provided that such released claims shall not include any indemnification agreement between the undersigned and the Company claims to enforce my rights under, or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federalpost-termination obligations of the Company expressly undertaken by the Company under my employment agreement with the Company (including vested accrued benefits and compensation under the Company’s employee benefit plans and arrangements as set forth in Section 7 to the Employment Agreement), state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rights as a shareholder of the Company and rights to indemnification and liability insurance coverage.

Appears in 2 contracts

Samples: Employment Agreement (Teva Pharmaceutical Industries LTD), Employment Agreement (Teva Pharmaceutical Industries LTD)

General Release. For valuable considerationIn exchange for the Release Pay set forth in Paragraph 1 above, the receipt and adequacy of which are other consideration provided to you in this Agreement, you hereby acknowledgedagree unconditionally to release, the undersigned does hereby release acquit, and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Casey's, and all of its partnersparents, subsidiaries, associatesaffiliates, affiliatespredecessors, successors, heirs, and assigns, agentsand all of their current and former owners, shareholders, general or limited partners, joint venturers, directors, officers, employees, agents, representatives, lawyers, insurersand attorneys, and all any persons acting by, through, under under, or in concert with them, or any of them, of and all successors and assigns thereof (collectively, "Released Parties") from any and all manner of action or claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equitysuits, suitsrights, entitlements, costs, losses, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, and expenses (including attorneys' fees or and legal expenses), of any nature whatsoever, whether or not you know about them at the time this Agreement becomes effective and enforceable, and even if you would not have entered into this Agreement had you known or unknown, fixed or contingent (hereinafter called “Claims”)about them, which the undersigned you now has have or may hereafter later claim to have against the ReleaseesReleased Parties, individually or any of themcollectively, by reason because of any matter, causeact, omission, transaction, occurrence, or thing whatsoever from the beginning of time event that has or is alleged to have occurred up to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims you sign this Agreement and is related in any way arising out ofto Casey’s, based uponits operations, your employment with Casey’s, or related your separation from said employment (collectively, "Claims"). You hereby waive any right to receive any benefits or remedial relief as a consequence of any Claims filed with or by the employment Equal Employment Opportunity Commission, any other state or termination of employment federal agency or any other person or entity (governmental or otherwise), including any class or collective action lawsuit or complaint filed by any individual or entity against any of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Released Parties.

Appears in 2 contracts

Samples: Restricted Stock Units Agreement (Caseys General Stores Inc), Employment Agreement (Caseys General Stores Inc)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to : (a) the Employment Agreement; (b) the Employee’s employment or termination of employment other relationship with any of the undersigned by Released Parties or the Releasees, or termination thereof; and (c) the Employee’s status as a holder of securities of any of them; the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any alleged breach contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any express nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or implied contract of employment; any alleged torts or other alleged legal restrictions on Releaseespunitive damages and attorneysright to terminate fees. The Employee acknowledges and reaffirms Employee’s obligations under the employment of Employment Agreement with the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and Company dated [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims a signed copy of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective which is attached hereto as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsExhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 2 contracts

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

General Release. For valuable considerationIn consideration of the Separation Payments provided to you under the Agreement, you, and each of your heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company Group and its parent, and its each of their subsidiaries, affiliates and joint venture partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, and all of their past and present directors, officers, employees, consultants, founders, owners, shareholders, representatives, lawyersmembers, attorneys, partners, insurers, benefit plans and agents, and all persons acting byof their predecessors, throughsuccessors and assigns (collectively, under or in concert with them, or any of them, of and the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law suits, controversies, cross-claims, counter-claims, rights, judgments, obligations, compensatory damages, liquidated damages, punitive or in equityexemplary damages, suitsany other damages, demands, accountings, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, claims for costs and attorneys’ fees fees, losses or expenses, liabilities of whatever kind or character in law and in equity and any nature whatsoeverother liabilities, known or unknown, fixed suspected or contingent unsuspected of any nature whatsoever (hereinafter called collectively, “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In Employment Actas amended, the Americans With with Disabilities Act, as amended, the Family and [__].1 Notwithstanding Medical Leave Act, as amended, the foregoingEqual Pay Act, this general release (as amended, the “Release”) shall not operate Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising from or in any way related to release any rights or claims of the undersigned (i) your employment with the Company Group or the termination of such employment, at any time prior to payments or benefits under Section 4(a) of that certain Employment Agreement, effective the Effective Date and/or the Reaffirmation Date (as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”applicable), (ii) to payments or benefits under any equity award agreement between entered into as part of your employment with the undersigned and Company Group with any of the CompanyReleasees, and/or (iii) any awards, policies, plans, programs or practices of any of the Releasees that may apply to you or in which you may participate; provided, however, that the release set forth in this Section 9(a) will not apply to the obligations of the Company under the Agreement. The Releasors further agree that the Separation Payments will be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Releasees arising out of your employment with respect the Company Group and the termination thereof. This Section 9(a) does not apply to any Claims that the Releasors may have as of the Effective Date arising under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 2(b)(iv9(f) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 2 contracts

Samples: Letter Agreement (Amplify Energy Corp), Letter Agreement (Amplify Energy Corp)

General Release. For valuable considerationI, and each of my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Releasees” hereunder, consisting Company Group”) and each of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, their respective officers, employees, representativesdirectors, lawyersshareholders, insurersagents, successors and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, 1991 and the laws amended thereby; the Age Discrimination In in Employment Act, Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release express or implied; any rights or claims provision of the undersigned (i) Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments or and benefits under Section 4(a) of that certain described in the Employee’s Employment AgreementAgreement dated , effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned 20 (the “Employment Agreement”), (ii) to shall be in full satisfaction of any and all Claims for payments or benefits under any equity award agreement between benefits, whether express or implied, that the undersigned Releasors may have against the Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:termination thereof.

Appears in 2 contracts

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

General Release. For In consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the sufficiency and receipt and adequacy of which are Xxxxx hereby acknowledgedacknowledges, Xxxxx, on behalf of himself and for all persons who may claim by or through him, including, without limitation, his heirs, legatees, distributees, beneficiaries, trustees, administrators, executors, assigns, and legal representatives, to the undersigned does maximum extent permitted by law, hereby release covenants not to xxx and fully and unconditionally releases, waives, and forever discharge discharges the “Releasees” hereunderParent, consisting of Aziyo BiologicsSub, Inc.TCI, and its partnerseach of their respective past, present, former, and/or future direct and indirect parents, owners, affiliates, divisions, subsidiaries, associatesrelated entities, affiliatespredecessors, successorsand successors (collectively “Company Parties”), heirs, and each of the Company Parties’ respective assigns, agentsshareholders, members, managers, directors, officers, employees, attorneys, representatives, lawyersand agents (each of the Company Parties and foregoing listed persons or entities being collectively, insurersin their individual and representative capacities, referred to as the “Company Released Parties”), from and all persons acting by, through, under or in concert with them, or any of them, of and from respect to any and all manner of action or actionscharges, cause or causes of actioncomplaints, in law or in equityclaims, suits, debts, liensrights, contracts, agreementsagreements and actions, promiseswhich Xxxxx ever had, liabilitynow has, or may have against the Company Released Parties, whether known or unknown, arising or which may have arisen at any time up to the date Xxxxx executes this Agreement, including, but not limited to, all claims, demands, damagessuits, lossescauses or rights of action arising out of or in any way connected with Xxxxx’x employment relationship with the Company or Xxxxx’x separation from employment from the Company; Xxxxx’x board membership with Parent or the separation of such board membership; claims, costsdemands, suits, causes or rights of action relating to defamation, breach of contract or public policy, wrongful, retaliatory or constructive discharge, discrimination, attorneys’ fees or expensesdamages (including contract, of any nature whatsoevercompensatory, known punitive, or unknown, fixed or contingent (hereinafter called “Claims”liquidated damages), which the undersigned now has or may hereafter have against the Releaseesequitable relief, additional compensation, intentional infliction of emotional distress, invasion of privacy, negligence, or any of them, by reason of any matter, cause, or thing whatsoever from other tort claims; claims which could arise under the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; Family and any alleged violation of any federal, state or local statute or ordinance including, without limitationMedical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:in

Appears in 2 contracts

Samples: Retirement and General Release Agreement, Retirement and General Release Agreement

General Release. For valuable considerationIn consideration for the payments and benefits specified in Section 6.2(a) or Section 6.2(b), as applicable of the receipt and adequacy of which are hereby acknowledgedEmployment Agreement, the undersigned does hereby release Employee agrees to unconditionally, irrevocably, and forever fully release, waive, and discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Bank and the Company, and its partnerseach and all of their past, present, and future parent companies, subsidiaries, associatesrelated entities, affiliates, predecessors, successors, heirs, assigns, agentsofficers, directors, officersmanagers, employees, members, shareholders, owners, representatives, lawyersattorneys, insurers, reinsurers, and all persons acting byagents (and the past, throughpresent, under or in concert with themand future officers, or directors, managers, employees, members, shareholders, owners, representatives, attorneys, insurers, reinsurers, and agents of any of themsuch parent companies, of subsidiaries, related entities, affiliates, predecessors, successors, and assigns) (collectively the “Released Parties”) from and against any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liensdemands, contracts, agreements, promises, liability, claims, demands, damagesobligations, losses, costscompensation, attorneys’ fees or expenseswages, penalties, liabilities, rights, and damages of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned Employee ever had, now has or may hereafter claim to have against any or all of the ReleaseesReleased Parties for, upon or any of them, by reason of any fact, matter, causeinjury, incident, circumstance, cause or thing whatsoever whatsoever, from the beginning of time up to and including the date hereof. The Claims released herein includeof Employee's execution of this Release Agreement, including, without limiting the generality of the foregoinglimitation, any Claims claim or obligation arising from or in any way arising out ofrelated to Employee's employment with the Bank or the Company, based uponthe termination of that employment, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any an alleged breach of the Employment Agreement. This General Release specifically includes, but is not limited to, any express claim for discrimination or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any statutes, rules, regulations or ordinances, whether federal, state or local statute or ordinance local, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Reconstruction Era Civil Rights Act, the California Fair Employment and [__].1 Notwithstanding Housing Act, the foregoingCalifornia Labor Code, this general release (the “Release”) shall not operate California Business and Professions Code, the California constitution, and any claims at common law. Employee further knowingly and willingly agrees to release any rights or claims waive the provisions and protections of Section 1542 of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementCalifornia Civil Code, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSreads:

Appears in 2 contracts

Samples: Release Agreement (Heritage Commerce Corp), Release Agreement (Heritage Commerce Corp)

General Release. For In consideration of the benefits described in Section 3 and for other good and valuable consideration, the receipt Employee, on behalf of Employee and adequacy of which are hereby acknowledgedEmployee’s representatives, the undersigned does hereby release agents, heirs, executors, administrators, successors and assigns, releases and forever discharge discharges the Company, its parents, its subsidiaries, its affiliates, and its related entities, and all of their respective predecessors, successors, assigns, representatives, agents, counsel, insurers, shareholders, members, officers, directors, and employees (whether past, present, or future) (all of the foregoing collectively, are referred to as the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, ”) from: Any and all persons acting byclaims, throughcomplaints, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, demands, damages, and suits that Employee has or may have for any reason whatsoever, in law or in equity, suitsagainst the Releasees arising out of or in connection with any event, debtstransaction, liensor matter occurring or existing on or before the date Employee executes this Agreement, contractswhether based upon statutory claim, agreementscommon law, promisescontract, liabilitytort, claimspublic policy, demandsor other basis, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed direct or contingent (hereinafter called “Claims”)indirect, which the undersigned now has absolute or may hereafter have against the Releaseescontingent, or including without limitation any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way claims arising out of, based upon, under or related to the any federal, state, local, or other law or ordinance concerning civil rights, discrimination, retaliation, labor, employment, or other matter, any claims related to Employee’s employment or termination of employment and any claims for attorneys’ fees, wages, bonus(es), compensation, other sums of the undersigned by the Releaseesmoney or payments, leave, benefits, or any of them; other obligation or liability whatsoever, except for the Company’s promises made in this Agreement. Employee acknowledges that Employee has not requested any alleged breach of statutory leave that has not been provided. Further, Employee understands that this is a general release and intends that this release shall discharge the Releasees to the maximum extent permitted by law. For example, this release waives any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Equal Pay Act of 1963, the Americans With with Disabilities Act, the Civil Rights Act of 1866, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingEmployee Retirement Income Security Act, this general release (the “Release”) shall not operate to release any rights or claims National Labor Relations Act, the Washington Law Against Discrimination, Chapter 659A of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment AgreementOregon Revised Status, effective as of [Ÿ]the Oregon Family Medical Leave Act, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)Oregon Unlawful Discrimination Against Persons With Disabilities Law, (ii) all as amended, and any similar federal, state, county or city ordinances. Employee represents that Employee has not filed, and agrees not to payments or benefits under file, any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation lawsuit or other similar governing document of action seeking monetary or other relief for Employee based on any claims lawfully released in this Agreement. To the Companymaximum extent permitted by law, (vi) Employee also waives any and all rights to any Claims which canrecover and will not be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information toaccept, any federal, state monetary or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:other relief for Employee concerning the claims lawfully released in this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Laird Superfood, Inc.), Employment Agreement (Laird Superfood, Inc.)

General Release. For valuable considerationand in consideration of the Severance Benefits to be made to you under the Employment Agreement, you hereby agree on behalf of yourself, your agents, assignees, attorneys, successors, assigns, heirs and executors, to, and you do hereby, fully and completely forever release the receipt Company and adequacy its affiliates, predecessors and successors and all of which are hereby acknowledgedtheir respective past and/or present officers, the undersigned does hereby release directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and forever discharge fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Releasees” hereunder”), consisting from any and all causes of Aziyo Biologicsaction, Inc.suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and its partnersdemands of any kind whatsoever, subsidiaries, associates, affiliates, successors, which you or your heirs, assignsexecutors, agentsadministrators, directorssuccessors and assigns ever had, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under now have or in concert with them, may have hereafter against the Releasees or any of them, of and from any and all manner of action in law, admiralty or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknownunknown to you, fixed or contingent (hereinafter called “Claims”)for, which the undersigned now has or may hereafter have against the Releaseesupon, or any of them, by reason of of, any matter, causeaction, omission, course or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeoccurring, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of in connection with or in relationship to your employment or other service relationship with the Civil Rights Act of 1964Company or its affiliates, the Age Discrimination In Employment Acttermination of any such employment or service relationship and any applicable employment or compensatory arrangement with the Company or its affiliates (collectively, the Americans With Disabilities Act“Released Claims”); provided that such Released Claims shall not include any claims to enforce your rights under, and [__].1 Notwithstanding or with respect to, (a) the foregoingSeverance Benefits, this general release (the “Release”Accrued Amounts” (as defined in the Employment Agreement) shall not operate to release and any other termination benefits or rights under any separation agreement entered into at the time of your termination of employment, (b) any outstanding equity or claims of the undersigned equity-type awards, (c) your rights as shareholder, including without limitation your rights under (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)tax receivable agreements, (ii) documents or laws which relate to payments corporate governance, and/or (iii) documents or benefits under any laws which are incident to, relate to or arise from your equity award agreement between the undersigned and ownership in the Company, whether such equity is owned directly or indirectly by you, and (iiid) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof indemnification rights and coverage under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned director and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:officer liability policies.

Appears in 2 contracts

Samples: Employment Agreement (ZoomInfo Technologies Inc.), Employment Agreement (ZoomInfo Technologies Inc.)

General Release. 1. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality consideration of the foregoing, any Claims severance payments and other benefits provided in any way arising out of, based upon, or related to the employment or termination of employment Section 6(d) of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ]dated May 17, between Aziyo Biologics, Inc. and the undersigned 2007 (the “Employment Agreement”), by and between 24/7 Real Media, Inc. (iithe “Company”) to payments or benefits under any equity award agreement between and myself, and other good and valuable consideration, I, for and on behalf of myself and my heirs, administrators, executors, and assigns, effective the undersigned date hereof, do hereby fully and forever release, remise and discharge the Company, (iii) with respect to Section 2(b)(iv) its successors and assigns, and the direct and indirect parents, subsidiaries and affiliates of the Employment AgreementCompany, together with their respective officers, directors, partners, shareholders, members, managers, employees and agents (ivcollectively, the “Group”), from any and all Claims (as defined below) to accrued which I had, may have had, or vested benefits now have against the undersigned may have, if any, as Company and/or any other member of the date hereof under Group, for or by reason of any applicable planmatter, policycause or thing whatsoever, practice, program, contract including any Claim arising out of or agreement attributable to my employment or the termination of my employment with the Company, (v) including but not limited to any ClaimsClaims of breach of contract, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company wrongful termination, unjust dismissal, defamation, libel or slander, or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorlaw dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference, other than (i) Claims (as defined below) under this Release; (ii) Claims for amounts due under Section 6(d) of the Employment Agreement; (iii) Claims for indemnification, if any such rights were expressly granted to me, and for directors and officers insurance; and (iv) Claims under the Restricted Stock Plan (as defined in the Employment Agreement) in which I participated while employed by the Company, in accordance with, and subject to, the terms of such plan. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990This release of Claims includes, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:but is not limited to, all Claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. As used in this Release, the term “Claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, attorneys’ fees, accounts, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.

Appears in 2 contracts

Samples: Employment Agreement (24/7 Real Media Inc), Employment Agreement (24/7 Real Media Inc)

General Release. For valuable considerationIn consideration of, among other things, the receipt Agent’s and adequacy each Lender’s execution and delivery of which are hereby acknowledgedthis Amendment, the undersigned does hereby release Borrower and forever discharge the “Releasees” hereundereach other Loan Party, consisting on behalf of Aziyo Biologics, Inc., itself and its partnersagents, subsidiariesrepresentatives, associates, affiliates, successors, heirs, assigns, agentsofficers, directors, officersadvisors, employees, representativesSubsidiaries, lawyersAffiliates, insurerssuccessors and assigns (collectively, “Releasors”), hereby forever agrees and all persons acting bycovenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, throughreleases and discharges, under or in concert with themto the fullest extent permitted by law, or any of them, of and each Releasee from any and all manner claims (including, without limitation, crossclaims, counterclaims, rights of action or set-off and recoupment), actions, cause or causes of action, in law or in equity, suits, debts, accounts, interests, liens, contractspromises, warranties, damages and consequential damages, demands, agreements, promisesbonds, liabilitybills, claimsspecialties, demandscovenants, damagescontroversies, lossesvariances, trespasses, judgments, executions, costs, attorneys’ fees expenses or expensesclaims whatsoever, that such Releasor now has or hereafter may have, of any whatsoever nature whatsoeverand kind, whether known or unknown, fixed whether arising at law or contingent in equity (hereinafter called collectively, the “Claims”), which the undersigned now has or may hereafter have against the Agent and any Lender in any capacity and their Affiliates, Subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (a) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (b) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof, or (c) any aspect of themthe dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Agent and/or the Lenders, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (a) hereof. The receipt by reason the Borrower or any other Loan Party of the proceeds of any matterloans or other financial accommodations made by the Agent and the Lenders after the date hereof shall constitute a ratification, causeadoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or thing whatsoever from the beginning of time in part on facts, whether or not now known or unknown, existing on or prior to the date hereofof receipt of any such proceeds or other financial accommodations. The Claims released herein includeIn entering into this Amendment, without limiting the generality Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the foregoing, any Claims Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way arising out ofon any such representations, based uponacts and/or omissions or the accuracy, completeness or related to validity thereof. The provisions of this Section shall survive the employment or termination of employment this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Presto Automation Inc.), Credit Agreement (Presto Automation Inc.)

General Release. For valuable consideration(a) In consideration for the right to receive the Separation Benefits in accordance with the terms of this Agreement and the mutual promises contained herein, the receipt and adequacy sufficiency of which are the Executive hereby acknowledgedacknowledges, the undersigned does Executive (on behalf of himself and his heirs, administrators, representatives, executors, successors and assigns) hereby release knowingly and forever discharge voluntarily releases, waives and discharges, to the “Releasees” hereunderfullest extent permitted by law, consisting of Aziyo Biologicsthe Company and its predecessors, successors and assigns, its and their respective direct or indirect parents, subsidiaries and affiliates (including, without limitation, Steel Partners Holdings L.P., Steel Partners Ltd. and Steel Connect, Inc.), and, with respect to each and all of the foregoing entities (including the Company), all of its partnersand their respective present and former officers, subsidiariesdirectors, associates, affiliates, successors, heirs, assignsemployees, agents, directorsattorneys, officersmembers, employeesowners, shareholders, partners, members, representatives, lawyerstrustees, insurersemployee benefit plans and administrators or fiduciaries of such plans (all of the foregoing, including the Company, collectively referred to as “Released Parties”), each individually and all persons acting by, through, under or in concert with them, or any of themtheir representative capacities, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, expenses (including attorney’s fees and costs), judgments, liabilities, losses, costsobligations, attorneys’ fees rights or expenses, suits of any nature kind whatsoever, in law, equity or otherwise, in any jurisdiction, whether known or unknown, fixed suspected or contingent (hereinafter called “Claims”)claimed, specifically mentioned herein or not, which the undersigned now Executive had, has or may hereafter have against each and all of the Releasees, or any of them, Released Parties by reason of any matteractual or alleged act, causeevent, occurrence, omission, practice or thing other matter whatsoever from the beginning of time up to and including the date hereof. The that the Executive signs this Agreement (collectively, “Claims”), including but not limited to Claims released herein include, without limiting the generality arising out of the foregoing, any Claims or in any way arising out ofrelating to: • the Executive’s employment with the Company and/or its predecessors, based uponsuccessors and assigns, and its and their respective direct or related to indirect parents, subsidiaries and affiliates, the employment or termination of employment of such employment, the undersigned by the ReleaseesEmployment Agreement, any compensation or any of them; any alleged breach benefits of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the kind in connection with such employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance (including, without limitation, Title VII of the Civil Rights Act of 1964any Severance Payment, the Age Discrimination In Employment ActMedical Benefit, the Americans With Disabilities ActCash LTIP, and [__].1 Notwithstanding the foregoingEquity Awards, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective each as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of defined in the Employment Agreement, or any payments under any Short Term Incentive Plan or Long Term Incentive Plan), and the Unit; • any common law, public policy, company policy, contract (ivwhether oral or written, express or implied) to accrued or vested benefits tort law having any bearing whatsoever on the undersigned may have, if any, as terms and conditions of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsExecutive’s employment, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) without limitation Claims relating to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:wrongful termination; and

Appears in 2 contracts

Samples: Separation and General Release Agreement (Steel Connect, Inc.), Separation and General Release Agreement (Steel Partners Holdings L.P.)

General Release. For valuable considerationa. In consideration of the payments and benefits (less all applicable withholdings) set forth in this Agreement, the receipt Executive, on behalf of himself and adequacy of which are hereby acknowledgedhis agents, the undersigned does hereby release heirs, executors, successors and assigns, knowingly and voluntarily releases, remises, and forever discharge discharges the Company, Forterra, Forterra US Holdings, LLC, Concrete Holdings, Lone Star Fund IX (U.S.), L.P., Xxxxxx Advisors, L.P., and each of their respective parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, partners, shareholders, attorneys, 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 his representative, individual or any other capacity (each a “Releasee” and, collectively, the “Releasees” hereunder”), consisting of Aziyo Biologicsto the fullest extent permitted by law, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or debts, demands, actions, cause or causes of actionactions, in law or in equityaccounts, suits, debts, lienscovenants, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, omissions, promises, and any and all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, fixed suspected or contingent unsuspected, both in law and equity (hereinafter called collectively, the “Claims”), including but not limited to those which the undersigned Executive ever had, now has has, or may hereafter claim to have against the ReleaseesReleasees by reason of the Executive’s employment with the Company, the cessation thereof, the Award Agreement, the LTIP, or any of them, by reason of any other matter, cause, cause or thing whatsoever relating thereto arising from the beginning of time to the date hereoftime he signs this Agreement (the “General Release”). The Claims released herein include, without limiting the generality of the foregoing, General Release shall apply to any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach Claim of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federaltype, state or local statute or ordinance including, without limitation, any Claims with respect to Executive’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination In in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingExecutive Retirement Income Security Act, this general release (the “Release”) shall not operate to release Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990statutes, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees 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 Releasee and to any Claims fraud or fraud in the inducement or fraudulent misrepresentation in relation to any such matters.

Appears in 2 contracts

Samples: Separation and General Release Agreement (Forterra, Inc.), Separation and General Release Agreement (Forterra, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo BiologicsCarLotz, Inc., a Delaware corporation (the “Company”), and its partnersthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, employees, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and [__].1 Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this general release General Release of Claims (the “Release”) shall not operate to release any rights or claims of Claims which the undersigned may have to (ia) to payments or benefits under Section 4(a) 4 of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award undersigned’s employment agreement between the undersigned and with the Company, dated as of Xxxxx 00, 0000 (iiix) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof hereof, under any applicable Company employee benefit plan, policy, practice, program, contract or agreement with the Company, (vc) rights to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation or of other similar governing document of the CompanyCompany or its subsidiaries, (vid) to payments or benefits under any Claims which canagreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be waived released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly withundersigned as a matter of law. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, cooperate withWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, or provide information toWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, any federalBEING AWARE OF SAID CODE SECTION, state or local government regulatorHEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

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

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them: (a) this Agreement; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”b) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective dated as of [Ÿ]October 20, between Aziyo Biologics2017, Inc. by and among the Company and the undersigned Employee (the “Employment Agreement”), or Employee’s employment or other relationship with any of the Released Parties or the termination thereof; and (iic) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to payments any contracts of employment, whether express or benefits implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) including but not limited to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 2 contracts

Samples: Letter Agreement (Funko, Inc.), Letter Agreement

General Release. For valuable consideration(a) The Executive, on behalf of the receipt Executive and adequacy anyone claiming through the Executive, hereby agrees not to xxx the Company or any division, subsidiary, affiliate or other related entity of which are hereby acknowledgedthe Company (whether or not such entity is wholly owned) or any of the past, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, present or future directors, officers, administrators, trustees, fiduciaries, employees, representativesagents, lawyers, insurers, and all persons acting by, through, under attorneys or in concert with them, shareholders of the Company or any of themsuch other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Released Parties”), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the effective date hereof. The Claims released herein includeof this Release and Noncompetition Agreement, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII all matters in any way related to the Executive’s employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company or any of its affiliates, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination In in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, each as may be amended from time to time, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Release and [__].1 Notwithstanding Noncompetition Agreement shall apply to, or release the foregoingCompany from, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments any obligation of the Company contained in the Agreement or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) any vested or accrued benefits pursuant to payments any employee benefit plan, program or benefits under policy of the Company. The consideration offered in the Agreement is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any equity award agreement between the undersigned and all claims or potential claims, and the CompanyExecutive expressly agrees that the Executive is not entitled to, (iii) with respect to Section 2(b)(iv) and shall not receive, any further recovery of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and kind from the Company or under any of the bylawsother Released Parties, certificate and that in the event of incorporation any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or other similar governing document obligation of any kind to the Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law Executive. The Executive agrees that the Executive has no present or (vii) with respect to the undersigned’s future right to communicate directly with, cooperate with, employment with the Company or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:of the other Released Parties.

Appears in 2 contracts

Samples: Severance Agreement (Federal Mogul Corp), General Release and Noncompetition Agreement (Federal Mogul Corp)

General Release. For valuable considerationExecutive, for Executive and for Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and its partners, subsidiaries, associatesaffiliates and related entities, affiliatesand any and all of their respective predecessors, successors, heirsassigns and employee benefit plans, together with each of their respective owners, assigns, agents, directors, general and limited partners, shareholders, directors, officers, employees, attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of themtheir predecessors and successors and each of their estates, of heirs and assigns (collectively, the “Company Releasees”) from any and all manner of action or actionscharges, cause or allegations, complaints, claims, liabilities, obligations, promises, agreements, causes of action, in law or in equityrights, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagescosts, losses, costs, attorneys’ fees or expenses, debts and expenses of any nature whatsoever, including those arising from or related to the Executive’s Change in Control and Severance Agreement, dated June 26, 2017, known or unknown, fixed suspected or contingent unsuspected (hereinafter called collectively, “Claims”)) which Executive or the Releasors ever had, which the undersigned now has have, may have, or hereafter can, will or may hereafter have against the Releasees(either directly, indirectly, derivatively or in any of them, other representative capacity) by reason of any matter, cause, fact or thing cause whatsoever against the Company or any of the other Company Releasees: (a) from the beginning of time to the date hereof. The Claims released herein includeupon which Executive signs this Agreement, without limiting the generality of the foregoing, any Claims in any way (b) arising out of, based uponor relating to, Executive’s employment with the Company and/or the termination of Executive’s employment; or (c) arising out of or related to the employment any agreement or termination of employment of the undersigned by the arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; consequential damages and any alleged violation of all claims arising under any federal, state or and/or local statute or ordinance labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Americans With Disabilities Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and [__].1 Notwithstanding Consumer Protection Act, the EXECUTION VERSION Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to any of the aforementioned acts or under any common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the foregoing; provided, however, that nothing in this general Release shall release (the “Release”) shall not operate to release or impair any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:law.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Sarepta Therapeutics, Inc.)

General Release. For valuable considerationPursuant to this General Release of Claims (this “Agreement”), the receipt Employee, for himself, his heirs, administrators, representatives, executors, successors and adequacy of which are assigns (each a “Releasor”) hereby acknowledgedirrevocably and unconditionally releases, the undersigned does hereby release acquits and forever discharge discharges Mattersight Corporation (“Company”) and its direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the “Releasees” hereunderCompany Entities”), consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliatesany predecessors, successors, heirsjoint ventures, assignsand parents of any Company Entity, agentsand any and all of their respective past or present shareholders, partners, directors, officers, employees, representativesconsultants, lawyersindependent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with them, or any of themthem (all, of and collectively, the “Release Parties”) from any and all manner of action or actions, cause or causes of actionactions, in law or in equitydemands, suits, debts, liens, contractsclaims, agreements, promises, liabilitydebts, claimslawsuits, demandsliabilities, damagesrights, dues, controversies, charges, complaints, obligations, remedies, suits, losses, costs, expenses and fees whatever (including without limitation attorneys’ fees and costs), arising out of or expensesrelating to his employment relationship with the Company, its predecessors, successors or affiliates and the termination thereof, of any nature whatsoever, whether arising in contract, tort, or any other theory of action, whether arising in law or equity, whether known or unknown, fixed xxxxxx or inchoate, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (hereinafter called “Claims”including the Age Discrimination in Employment Act of 1967), which the undersigned now has or may hereafter have against the Releaseesnational origin, religion, disability, or any of themother unlawful criterion or circumstance, by reason of which Employee and any matterReleasor had, causenow have, or thing whatsoever may have in the future against each or any of the Released Parties from the beginning of time to until the date hereof. The Claims released herein includeof this Agreement (individually, without limiting “Claim,” and collectively, “Claims”); provided, that this Agreement shall not apply to, nor release the generality Company from, any obligation of the foregoing, any Claims Company contained in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employee’s Executive Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective Agreement dated as of [Ÿ]insert date] (as amended or supplemented from time to time, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) that arises due to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) Employee’s termination of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement employment with the Company. The consideration offered in the Employment Agreement is accepted by Employee as being in full accord, (v) to satisfaction, compromise and settlement of any Claimsand all claims or potential claims, including claims for indemnification and/or advancement and Employee expressly agrees that he is not entitled to, and shall not receive, any further recovery of expenses arising under any indemnification agreement between the undersigned and kind from the Company or under any of the bylawsother Release Parties, certificate and that in the event of incorporation any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Release Parties shall have any further monetary or other similar governing document obligation of any kind to Employee, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of Employee. Employee agrees that he has no present or future right to employment with the Company or any of the Company, (vi) to other Release Parties and that he will not apply for or otherwise seek employment with any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:of them.

Appears in 2 contracts

Samples: Executive Employment Agreement (Mattersight Corp), Executive Employment Agreement (Mattersight Corp)

General Release. For valuable considerationI, and each of my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge Sonic Corp., its subsidiaries and affiliates (the “Releasees” hereunder, consisting Company Group”) and each of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, their respective officers, employees, representativesdirectors, lawyersshareholders, insurersagents, successors and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, 1991 and the laws amended thereby; the Age Discrimination In in Employment Act, Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and [any other law, common or statutory, of the United States, or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employee’s Employment Agreement dated __].1 Notwithstanding the foregoing___, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned 20__ (the “Employment Agreement”), (ii) to shall be in full satisfaction of any and all Claims for payments or benefits under any equity award agreement between benefits, whether express or implied, that the undersigned Releasors may have against the Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:termination thereof.

Appears in 2 contracts

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

General Release. For valuable consideration(a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the receipt Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and adequacy each of which are hereby acknowledgedhis, the undersigned does hereby release her or its past, present and forever discharge the “Releasees” hereunderfuture Affiliates, consisting of Aziyo Biologicsfirms, Inc.corporations, and its limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, subsidiariestrustees, associatesprincipals, affiliatesconsultants, successorscontractors, family members, heirs, assignsexecutors, agentsadministrators, directorspredecessors, officerssuccessors and assigns (each, employeesa “Releasing Party” and, representativescollectively, lawyersthe “Releasing Parties”), insurershereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Company, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Purchaser and its Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”) of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityProceedings, suitsLiens, debts, liens, contracts, agreementsContracts, promises, liabilityLiabilities or Damages (whether for compensatory, claimsspecial, demandsincidental or punitive Damages, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the ReleaseesReleased Parties, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding which are based on acts, events or omissions occurring up to and including the foregoing, this general release Closing (the “ReleaseReleased Claims) ); provided, however, that the foregoing release shall not operate to release release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights or claims of the undersigned of: (i) to payments the Sellers under this Agreement or benefits under Section 4(a) any written agreement entered into by such Seller and any of that certain Employment Purchaser, the Company or their Affiliates in connection with this Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), ; or (ii) the Releasing Parties to payments indemnification, reimbursement or benefits advancement of expenses under the provisions of the Operating Agreement (or any equity award agreement between directors’ and officers’ liability insurance policy maintained by the undersigned and Company in respect of the Companysame) if any Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, (iii) director, manager, member or employee of the Company with respect to Section 2(b)(iv) of the Employment Agreementany act, (iv) to accrued omission, event or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract transaction occurring on or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect prior to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorClosing. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:64

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.)

General Release. For valuable considerationI, and each of the my respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby unconditionally release and forever discharge the CIT, its subsidiaries and affiliates (the Releasees” hereunder, consisting Company Group”) and each of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, their respective officers, employees, representativesdirectors, lawyers, insurers, shareholders and all persons acting by, through, under or in concert with them, or any of them, of and agents from any and all manner of action or claims, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under CIT’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, 1991 and the laws amended thereby; the Age Discrimination In in Employment Act, Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With with Disabilities Act; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1963; the New Jersey Conscientious Employee Protection Act; any contract of employment, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release express or implied; any rights or claims provision of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) Constitution of the Employment AgreementUnited States or of any particular State; and any other law, (iv) to accrued common or vested benefits the undersigned may havestatutory, if any, as of the date hereof under United States, or any applicable plan, policy, practice, program, contract particular State; any claim for the negligent and/or intentional infliction of emotional distress or agreement with the Company, (v) specific intent to harm; any Claims, including claims for indemnification attorneys fees, costs and/or advancement expenses; any claims for unpaid or withheld wages, severance pay, benefits, bonuses, commissions and/or other compensation of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or kind; and/or any other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorhuman rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence, retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990The Releasors further agree that the payments and benefits described in the Employment Agreement shall be in full satisfaction of any and all Claims for payments or benefits, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:whether express or implied, that the Releasors may have against the Company Group arising out of the my employment relationship or my service as an employee or officer of the Company Group and the termination thereof.

Appears in 2 contracts

Samples: Agreement (Cit Group Inc), Employment Agreement (Cit Group Inc)

General Release. For valuable consideration(a) Casablanca on behalf of itself and for all of its past and present affiliated, the receipt associated, related, parent and adequacy of which are hereby acknowledgedsubsidiary entities, the undersigned does hereby release joint ventures and forever discharge the “Releasees” hereunderpartnerships, consisting of Aziyo Biologicssuccessors, Inc.assigns, and its the respective owners, officers, directors, partners, members, managers, principals, parents, subsidiaries, associatespredecessor entities, affiliatesagents, successorsrepresentatives, employees, shareholders, advisors, consultants, attorneys, heirs, assignsexecutors, agentsadministrators, directorssuccessors and assigns of any said person or entity, officers, employees, representatives, lawyers, insurerssecurity holders of any said person or entity, and all persons acting by, through, under any other person claiming (now or in concert with them, the future) through or on behalf of any of themsaid persons or entities (collectively “Released Persons”), irrevocably and unconditionally releases, settles, acquits and forever discharges the Company and all of and its Released Persons, from any and all manner of action or actions, cause or causes of action, claims, actions, rights, judgments, obligations, damages, amounts, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney’s fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right, representatively, derivatively or in any other capacity, in law or in equityequity or liabilities of whatever kind or character, suitsarising under federal, debtsstate, liensforeign, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, common law or the laws of any nature whatsoeverother relevant jurisdiction (collectively, known or unknown, fixed or contingent (hereinafter called the “Claims”), which based on any event, fact, act, omission, or failure to act by the undersigned now has or may hereafter have against the Releasees, Company or any of themthe Company’s Released Persons, by reason of any matterwhether known or unknown, cause, occurring or thing whatsoever from the beginning of time existing prior to the date hereof. The execution of this Agreement; provided, however, this release and waiver of Claims released herein includeshall not include Claims to enforce the terms of this Agreement; provided, without limiting the generality further, that this waiver and release of the foregoing, any Claims shall not prohibit Casablanca’s receipt of proceeds in any way arising out of, based upon, or related to class action lawsuit initiated by a person unaffiliated with Casablanca on the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective same basis as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or ’s other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:non-initiating stockholders within such class.

Appears in 2 contracts

Samples: Agreement (Cliffs Natural Resources Inc.), Agreement (Casablanca Capital LP)

General Release. For valuable considerationAs a material inducement to the Company to enter into this Agreement and in consideration of the Company’s obligations under this Agreement, and in return for the receipt consideration and adequacy of which post termination benefits you are to receive pursuant to Sections 1, 2 and 3 above, you, for yourself, your heirs, executors, administrators, trustees, legal representatives, successors and assigns (collectively referred to as "Releasing Party"), hereby acknowledged, the undersigned does hereby forever fully release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and each of its partners, subsidiaries, associates, past and present affiliates, successorsparents, heirssubsidiaries and divisions, assigns, agents, and each of their past and present directors, officers, employeespartners, representativesshareholders, lawyers, insurersemployees and agents in their respective capacities as such, and the heirs, executors, administrators, successors and assigns of each of them (collectively referred to as the "Released Party"), from all persons acting byclaims, throughcharges, under or in concert with themdemands, or any sums of themmoney, of and from any and all manner of action or actions, cause or rights, causes of action, in obligations and liabilities of any kind or of any nature whatsoever, at law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Releasing Party ever had, now has or hereafter can, shall or may hereafter have against the Releaseesfor, upon, or any of them, by reason of any matter, cause, cause or thing whatsoever whatsoever, whether known or unknown, and whether heretofore asserted or unasserted, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction, from the beginning of time the world to the date hereof. The Claims released herein includeof this Agreement, without limiting the generality of the foregoingincluding, any Claims in any way but not limited to, claims arising out of, based upon, of or related relating to your application for employment and employment by the employment or Company and the termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of such employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination In in Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, the Americans With with Disabilities Act of 1990, the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Equal Pay Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingEmployee Retirement Income Security Act, this general release the Worker Adjustment and Retraining Notification (the ReleaseWARN”) shall not operate to release Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or any rights similar state law, regulation or claims of rule; the undersigned New Jersey Civil Rights Act, the New Jersey Equal Pay Act (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”amended), the New Jersey Law Against Discrimination (ii) to payments or benefits under as amended), the New Jersey wage-hour and wage-payment laws, the New Jersey Worker Health and Safety Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Occupational Safety and Health Laws, the New Jersey Gender Equity Act, the New Jersey Statutes Annotated, "Workers' Compensation: Retaliation" provision, the New Jersey Statutes Annotated, "Political Activities of Employee" provision; and any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorstatute, rule, regulation and ordinance; any claims asserting wrongful termination, discrimination, retaliation, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation and defamation; claims for fraud, libel, slander, breach of implied or express, oral or written, contract, tort, promissory estoppel, or under common law or in equity; and any claims for attorneys’ fees and costs. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:The factors that were used in determining eligibility for transitioning and the benefits to be provided hereunder include the Company’s foreseeable business needs as to certain positions.

Appears in 1 contract

Samples: Agreement (Vonage Holdings Corp)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does I hereby release and forever discharge as of the “Releasees” hereunderdate hereof the Company Parties and their respective affiliates, consisting of Aziyo Biologicssubsidiaries and direct or indirect parent entities, Inc.including, but not limited to Walgreen Swiss International GmbH (Berne, Switzerland) and Walgreens Boots Alliance Development GmbH (Berne, Switzerland), and its partnersall present, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsformer and future shareholders, directors, officers, employeesagents, representatives, lawyersemployees, insurerssuccessors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below in this Agreement and Release. The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder Except as provided in paragraphs 5, 7, 11, and 13 below and except for the provisions of the Plan which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my immediate family members, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all persons acting byclaims, throughsuits, under controversies, actions, causes of action, cross-claims, counter‑claims, 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 concert with themlaw and in equity, both past and present (through the date that this Agreement and Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my immediate family members, or any of themmy heirs, of and from any and all manner of action executors, administrators or actionsassigns, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)may have, which the undersigned now has arise out of or may hereafter have against the Releaseesare connected with my employment with, or any of themmy separation or termination from, by reason of any matterthe Company, causeincluding, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoingbut not limited to, any Claims in any way allegation, claim or violation, arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination In in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans With with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act, and [__].1 Notwithstanding ; the foregoing, this general release Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their US or foreign (the “Release”including Swiss) shall not operate to release any rights state or claims of the undersigned (i) to payments local counterparts; or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, other US or foreign (iiiincluding Swiss) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990civil or human rights law, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:or under any other US or foreign (including Swiss) local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as the “Claims”).

Appears in 1 contract

Samples: Separation Agreement, General Release and Waiver (Walgreens Boots Alliance, Inc.)

General Release. For valuable considerationIn consideration of the payments and benefits (the "Severance Payments") to be received by Eric J. Tveter (the "Employex") xxxxxxxx xo the Employment Agreement to which he and Telewest Global, Inc. are parties, dated as of July 19, 2004 (the "Employment Agreement"), the receipt and adequacy sufficiency of which are hereby acknowledgedthe Employee acknowledges, the undersigned Employee, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge Telewest Global, Inc. (the “Releasees” hereunder"Company") and each of its subsidiaries and affiliates (the "Company Affiliated Group"), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partnersshareholders, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefit plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe "Company Released Parties"), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys' fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Employee, individually or as a member of a class, now has has, owns or may hereafter have against the Releaseesholds, or has at any of themtime heretofore had, by reason of owned or held, against any matterCompany Released Party in any capacity, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeincluding, without limiting the generality of the foregoinglimitation, any Claims and all claims (i) arising out of or in any way arising out of, based uponconnected with the Employee's service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or related to the employment or termination of employment of the undersigned by the Releaseessuch service in any such capacity, (ii) for severance or any of them; any alleged vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of any express or implied contract contract, wrongful discharge, impairment of employment; any alleged torts economic opportunity, defamation, intentional infliction of emotional harm or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and tort, (iv) for any alleged violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for employment discrimination under any applicable federal, state or local statute statute, provision, order or ordinance regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 19641964 ("Title VII"), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act ("ADA"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination In in Employment Act, the Americans With Disabilities Act, Act ("ADEA") and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights similar or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, analogous state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990statute, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Employment Agreement (Telewest Global Inc)

General Release. For valuable considerationExcept for obligations arising out of or created by this Agreement, the receipt Executive hereby acknowledges complete satisfaction of and adequacy of which are hereby acknowledgedreleases, the undersigned does hereby release and forever discharge the “Releasees” hereunderabsolves, consisting of Aziyo Biologics, Inc.discharges, and covenants not to xxx the Company and its partnerspast and present parent, successors, assigns, subsidiaries, associatesdivisions, affiliatesaffiliated corporations, successors, heirs, assigns, agentstrustees, directors, officers, shareholders, agents, employees, representatives, lawyersattorneys and insurers (including, insurerswithout limitation, UAP and all persons acting byUAPH) (collectively referred to herein as “Releasees”), through, under or in concert with them, or any of them, of and from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitywages, suitsobligations, debts, liensexpenses, contracts, agreements, promises, liability, claims, demandsattorneys’ fees, damages, lossesjudgments, costspenalties, attorneys’ fees orders and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether now known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, and whether or not concealed or hidden, which the undersigned Executive now has has, had, or may hereafter have against the said Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereof. The Claims released herein includeof this Agreement, including specifically but not exclusively and without limiting the generality of the foregoing, any Claims and all claims, demands, liens, agreements, obligations, contracts, covenants, actions, suits, causes of action, wages, debts, expenses, attorneys’ fees, damages, judgments, orders, and liabilities: (1) arising out of or in any way arising out ofconnected with any transactions, based uponoccurrences, acts or omissions set forth, or related facts alleged, in any and all charges, complaints, claims or pleadings filed by Executive against any Releasee prior to the employment or termination of employment of the undersigned by the Releaseesdate hereof with any city, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalcounty, state or local statute federal agency, commission, office or ordinance includingtribunal whatsoever; (2) arising out of or relating in any way to Executive’s employment with and/or termination from the Company; or (3) arising out of or in any way connected with any transactions, occurrences, acts or omissions occurring prior to the date hereof, including specifically without limitationlimiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment ActAct (“ADEA”), the Americans With with Disabilities Act, or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release medical insurance or any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withfringe benefit, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:disability.

Appears in 1 contract

Samples: Separation and General Release Agreement (Uap Holding Corp)

General Release. For valuable consideration(a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the receipt Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by the Sellers, each Seller, on behalf of himself, herself or itself and adequacy each of which are hereby acknowledgedhis, the undersigned does hereby release her or its past, present and forever discharge the “Releasees” hereunderfuture Affiliates, consisting of Aziyo Biologicsfirms, Inc.corporations, and its limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, subsidiariestrustees, associatesprincipals, affiliatesconsultants, successorscontractors, family members, heirs, assignsexecutors, agentsadministrators, directorspredecessors, officerssuccessors and assigns (each, employeesa “Releasing Party” and, representativescollectively, lawyersthe “Releasing Parties”), insurershereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Company, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Purchaser and its Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively, the “Released Parties”) of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityProceedings, suitsLiens, debts, liens, contracts, agreementsContracts, promises, liabilityLiabilities or Damages (whether for compensatory, claimsspecial, demandsincidental or punitive Damages, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the ReleaseesReleased Parties, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding which are based on acts, events or omissions occurring up to and including the foregoing, this general release Closing (the “ReleaseReleased Claims) ); provided, however, that the foregoing release shall not operate to release release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights or claims of the undersigned of: (i) to payments the Sellers under this Agreement or benefits under Section 4(a) any written agreement entered into by such Seller and any of that certain Employment Purchaser, the Company or their Affiliates in connection with this Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), ; or (ii) the Releasing Parties to payments indemnification, reimbursement or benefits advancement of expenses under the provisions of the Operating Agreement (or any equity award agreement between directors’ and officers’ liability insurance policy maintained by the undersigned and Company in respect of the Companysame) if any Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, (iii) director, manager, member or employee of the Company with respect to Section 2(b)(iv) of the Employment Agreementany act, (iv) to accrued omission, event or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract transaction occurring on or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect prior to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger

General Release. For valuable considerationYou release, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.relinquish, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from give up any and all manner of action or actionsclaims, cause or suits and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed which you may have or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have hold against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims Inovalon Parties in any way arising out of, based uponrelating to, or related resulting from: (a) your employment with any of the Inovalon Parties or the termination thereof; (b) any fact, statement, or conduct made or occurring prior to the execution of this Agreement by you; (c) any employment or termination business custom, practice, or policy of employment any of the undersigned by Inovalon Parties; or (d) any conduct or decision of any of the ReleaseesInovalon Parties which in any way affected you, or discussions leading up to and/or culminating in this Agreement, or your rights, if any, to any benefit due you under any pension plan based upon your service with the Company through the Termination Date. This is a general release of them; any alleged breach all claims and you knowingly and voluntarily release and forever discharge Company, and its affiliates, subsidiaries, divisions, and related companies, and its and their present, former, and future successors and assignees, and all of its and their current, former, and future owners, officers, stockholders, employees, officers, attorneys, accountants, directors, assigns, and agents thereof, both individually and in their representative capacities, and insurers, Company employee benefit plans, programs, arrangements and their administrators, functionaries and fiduciaries (collectively, the “Inovalon Parties”), of any express and from any and all claims, known and unknown, asserted and unasserted, foreseeable and unforeseeable which against the Inovalon Parties, you, your heirs, executors, administrators, successors, and assigns have or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment may have as of the undersigned; and date of the execution of this Agreement by you, including but not limited to, any alleged violation of any federalof: the National Labor Relations Act, state or local statute or ordinance including, without limitation, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act, as amended; the Age Discrimination In in Employment Act, as amended; the Americans With Disabilities Occupational Safety and Health Act of 1990, as amended; the Maryland Occupational Safety and Health Laws, as amended; the Maryland Equal Pay Law, as amended; the Maryland Human Rights Act, as amended; and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorcivil or human rights law or any other federal, state or local law, regulation or ordinance; any public policy, contract, tort, or common law; or any allegations for compensation, damages, costs, fees, or other expenses, including attorneys’ fees incurred in these matters. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990This general release may not be construed to waive any right that is not subject to waiver by private agreement, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:including without limitation, any claims arising under state unemployment insurance or workers compensation laws.

Appears in 1 contract

Samples: Inovalon Holdings, Inc.

General Release. For valuable consideration(a)Executive knowingly and voluntarily waives, terminates, cancels, releases and discharges forever the receipt Company and adequacy of which are hereby acknowledgedits present and past subsidiaries and affiliates, the undersigned does hereby release its and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.their respective successors and assigns, and its partnersthe present and past shareholders, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsofficers, directors, officersmembers, employees, representativesagents and representatives of each of the foregoing (collectively, lawyersthe “Released Parties”), insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or suits, actions, cause or causes of action, in law or in equityclaims, suitsallegations, debtsrights, liensobligations, contracts, agreements, promises, liability, claimsliabilities, demands, damagesentitlements or charges (collectively, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)) that Executive (or Executive’s heirs, which the undersigned now executors, administrators, successors and assigns) has or may hereafter have against the Releaseeshave, whether known, unknown or any of themunforeseen, vested or contingent, by reason of any matter, cause, cause or thing whatsoever from the beginning of occurring at any time to before and including the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims this Agreement arising under or in any way arising out of, based upon, or related to the connection with Executive’s employment or termination of employment of with the undersigned by the ReleaseesCompany, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any including, without limitation: Claims under United States federal, state or local statute law and the national or ordinance includinglocal law of any foreign country (statutory or decisional), without limitationfor wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation, or any other unlawful criterion or circumstance, including rights or Claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Civil Rights Act of 1991, the Americans with Disabilities Act of 1991, the Employee Retirement Income Security Act, the Americans With Disabilities Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act, including all amendments to any of the aforementioned acts; and [__].1 Notwithstanding violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other Claims for compensation or bonuses, whether or not paid under any compensation plan or arrangement; breach of contract; tort and other common law Claims; defamation; libel; slander; impairment of economic opportunity defamation; sexual harassment; retaliation; attorneys’ fees; emotional distress; intentional infliction of emotional distress; assault; battery, pain and suffering; and punitive or exemplary damages. In addition, in consideration of the foregoingprovisions of this Agreement, this Executive further agrees to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release (the “Release”) shall not operate to release any rights those Claims that are known or claims of the undersigned (i) suspected to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, exist in Executive’s favor as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, Effective Date (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:as defined below).

Appears in 1 contract

Samples: Separation Agreement and Release (JBG SMITH Properties)

General Release. For You acknowledge that this Agreement fulfills all obligations of the Company Group to you, including arising out of your employment with the Company, your change of employment position and matters covered in this Agreement. In exchange for the valuable considerationconsideration provided to you by this Agreement, except as otherwise expressly provided in this Agreement, you, for and on behalf of yourself and each of your heirs, administrators, executors, personal representatives, beneficiaries, successors and assigns, fully and completely release the receipt Company, JCS and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partnerstheir respective parents, subsidiaries, associatesand affiliated companies and all of their current and former officers (other than yourself), affiliatesdirectors, successorsmanagers, heirsmembers, assignspartners, shareholders, agents, directorsemployees, officersemployee benefit plans and fiduciaries, employeesinsurers, representatives, lawyersattorneys, insurerstransferees, successors and assigns (collectively, the “Released Parties”), collectively, separately, and all persons acting by, through, under or in concert with them, or any of themseverally, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, lossescauses of action, costsdebts, attorneys’ fees or expensesliabilities, controversies, judgments, and suits of any every kind and nature whatsoever, foreseen, unforeseen, known or unknown, fixed or contingent (hereinafter called “Claims”)which you have had, which the undersigned now has have, or may hereafter have against the Releasees, Released Parties (or any of them, by reason of any matter, cause, or thing whatsoever ) from the beginning of time up until the time you sign this Agreement. This release of claims includes, but is not limited to, all claims relating to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way or arising out of your employment, including the terms and conditions of your employment, including without limitation, the end of you employment as Senior Vice President and Chief Administrative Officer of Company, and your assumption of, based uponand performance of, or related to the employment or termination role of Consulting Employee; all claims of employment of the undersigned by the Releaseesdiscrimination, harassment or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of retaliation under any federal, state or local statute or ordinance ordinance, public policy or common law, including, without limitation, any and all claims under 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; Executive Order 11246; the Age Discrimination In in Employment Act, Act of 1967; the Americans With Disabilities Act; the Rehabilitation Act; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act; the False Claims Act; discrimination claims under Chapter 21of the Texas Labor Code; claims under Chapter 451of the Workers’ Compensation Act; claims for past due wages or compensation under the Texas Payday Act, , and [__].1 any and all amendments to the laws recited above; all contract and quasi- contract claims; all claims for promissory estoppel or detrimental reliance; all claims for wages, bonuses, incentive compensation and severance allowances or entitlements; all claims for fraud, slander, libel, defamation, disparagement, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, any other claim for damages or injury of any kind whatsoever; all claims for monetary recovery, including, without limitation, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements, and any and all other claims arising under any applicable federal, state or local law, whether specifically identified herein or not. Notwithstanding the foregoing, this general release (the “Release”) shall of claims does not operate to release any rights or claims of the undersigned (i) to payments for unemployment or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)workers’ compensation, (ii) to payments or benefits for vested rights under any equity award agreement between ERISA-covered employee benefit plans as applicable on the undersigned and the Companydate you sign this Agreement, (iii) with respect to Section 2(b)(iv) of the Employment that may arise after you sign this Agreement, (iv) to accrued which cannot be released by private agreement, or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document and bylaws of the Company, (vi) to any Claims which cannot be waived or under Delaware law. Nothing in this Agreement prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990agency charged with the enforcement of any employment laws, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:although by signing this release you are waiving rights to individual relief based on claims asserted in such a charge or complaint, except charges before the NLRB or otherwise where such a waiver of individual relief is prohibited.

Appears in 1 contract

Samples: Ignite Restaurant Group, Inc.

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, except for rights created by that certain Separation Agreement, dated as of December 12, 2005, by and between Xxxxxxx Properties, Inc. (the undersigned “REIT”), Xxxxxxx Properties, L.P. (the “Operating Partnership,” and together with the REIT, the “Company”), and Xxxxxxx X. Xxxxxxxxx (the “Executive”), the Company does hereby release and forever discharge discharge, the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., the Executive and its partners, subsidiaries, associates, affiliates, successors, heirs, his heirs and assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned REIT, the Operating Partnership or any of their subsidiaries now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned Executive by the Releasees, or any of them; any alleged breach . The Company represents and warrants that there has been no assignment or other transfer of any express interest in any Claim which it may have against Releasees, or implied contract any of employment; them, and the Company agrees to indemnify and hold Releasees, and each of them, harmless from any alleged torts liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or other alleged legal restrictions on Releasees’ right to terminate any of them, as the employment of the undersigned; and any alleged violation result of any federal, state such assignment or local statute transfer or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims Claims under any such assignment or transfer. It is the intention of the undersigned (i) parties that this indemnity does not require payment as a condition precedent to payments recovery by the Releasees against the Company under this indemnity. The Company agrees that if it hereafter commences any suit arising out of, based upon, or benefits under Section 4(a) relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the Company agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The Company further understands and agrees that certain Employment Agreementneither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, effective as or any of [Ÿ]them, between Aziyo Biologics, Inc. and who have consistently taken the undersigned (the “Employment Agreement”), (ii) position that they have no liability whatsoever to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Separation Agreement (Maguire Properties Inc)

General Release. For valuable considerationThe Employee, the receipt on her own behalf and adequacy on behalf of which are hereby acknowledgedher spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination, the Washington Leave Law, the California Family Rights Act, the California Labor Code, the California Workers’ Compensation Act, California Business & Professions Code Section 17200, and the California Fair Employment and Housing Act, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release to the maximum extent permitted by law, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them: (a) this Agreement; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”b) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective dated as of [Ÿ]July 22, between Aziyo Biologics2019, Inc. by and among the Company and the undersigned Employee (the “Employment Agreement”), or Employee’s employment or other relationship with any of the Released Parties or the termination thereof; and (iic) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to payments any contracts of employment, whether express or benefits implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) including but not limited to accrued or vested benefits Sections 5 and 6 thereof. The Employee acknowledges that the undersigned Employee has been advised of and is familiar with the provisions of California Civil Code § 1542, which states, in part: “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, WHICH IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Employee expressly waives and releases any and all rights that the Employee may have, if any, have under California Civil Code § 1542 as of the date hereof well as under any applicable planother statutes or common law principles of similar effect, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:fullest extent the Employee may do so lawfully.

Appears in 1 contract

Samples: Letter Agreement (Funko, Inc.)

General Release. For valuable considerationEmployee, the receipt on his own behalf, and adequacy on behalf of which are his heirs and assigns, hereby acknowledged, the undersigned does hereby release fully and forever discharge unconditionally releases and discharges the “Releasees” hereunderCorporation, consisting all of Aziyo Biologicsits past and present parent, Inc.subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsall past or present officers, directors, officers, employees, representatives, lawyers, insurers, insurers and all persons acting by, through, under or in concert with them, or agents of any of them, (hereinafter referred to collectively as "Releasees"), of and from from, and covenants not to xxx or assert against Releasees, for any purpose, all claims, administrative complaints, demands, actions and all manner of action or actions, cause or causes of action, in of every kind and nature whatsoever, whether at law or in equity, suitsarising from or in any way related to my employment by the Corporation including the termination thereof, debtsbased in whole or in part upon any act or omission concerning on or before the date of this general release, lienswhether negligent or intentional, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees without regard to Employee's present actual knowledge of the act or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)omission, which the undersigned Employee may now has have, or may hereafter have against the Releaseeswhich Employee, or any person acting on his behalf may at any future time have or claim to have, including specifically, but not by way of themlimitation, by reason unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of any mattercontract, causeexpress or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any under federal, state or local statute or ordinance includinglaws, without limitationsuch as the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Rehabilitation Act of 1973, the Americans With with Disabilities Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingPregnancy Disability Act, the Equal Pay Act, and the Colorado Civil Rights Act, excepting only retirement benefits described herein, COBRA rights, unemployment compensation and worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the facts and law concerning this general release (the “Release”) may be other than as presently known to Employee, and acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. be governed by and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement construed in accordance with the Companylaws of Colorado. In the event of any dispute under this release, (v) the prevailing party shall be entitled to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned recover all costs and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Employment Agreement (Pease Oil & Gas Co /Co/)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equity holders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination, and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to : (a) the Employment Agreement; (b) the Employee’s employment or termination of employment other relationship with any of the undersigned by Released Parties or the Releasees, or termination thereof; and (c) the Employee’s status as a holder of securities of any of them; the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any alleged breach contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any express nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or implied contract of employment; any alleged torts or other alleged legal restrictions on Releaseespunitive damages and attorneysright to terminate fees. The Employee acknowledges and reaffirms Employee’s obligations under the employment of Employment Agreement with the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and Company dated [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims a signed copy of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective which is attached hereto as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any ClaimsExhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 1 contract

Samples: Chief Creative Officer Employment Agreement (Funko, Inc.)

General Release. For valuable considerationIn consideration of the payments and benefits to be made under that certain Executive Retention Agreement, dated December 18, 2014 (the receipt “Agreement”), R. Xxxxx Xxxxxxxx (the “Executive”), with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge Myriad Genetics, Inc. (the “Releasees” hereunderCompany”) and each of its subsidiaries and affiliates (the “Company Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (hereinafter called i) arising out of or in any way connected with the Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Executive Retirement Income Security Act of 1974 (ClaimsERISA”), which any and all claims arising under the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Age Discrimination In Employment Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Americans With Disabilities Family and Medical Leave Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or and all claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Companywhistleblower laws or whistleblower provisions of other laws, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Retention Agreement (Myriad Genetics Inc)

General Release. For (a) As a material inducement to the Company to enter into this Agreement and other good and valuable consideration, the receipt and adequacy sufficiency of which are is hereby acknowledged, the undersigned does Employee, on behalf of himself, his heirs, administrators, representatives, executors, successors, and assigns, hereby release irrevocably and unconditionally releases, acquits, and forever discharge discharges the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its partnerspredecessors, parents, subsidiaries, associates, affiliates, successorsdivisions, heirsany related entity, successors and assigns, and all of their current and former agents, officers, directors, officersshareholders, partners, employees, members, trustees, fiduciaries, representatives, lawyersowners, insurers, attorneys and all persons acting by, through, under or in concert with them, or any of themthem (collectively, of and the "Released Parties") from any and all manner of action or actionsclaims, cause or suits, charges, complaints, liabilities, obligations, promises, agreements, damages, causes of action, in law or in equitydemands, suitslosses, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys' fees or expenses, and expenses of any nature whatsoever, known or unknownunknown ("Claims") which Employee has, fixed had or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter claims to have had against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time Released Party up to and including the date hereofEmployee executes this Agreement. The This General Release of Claims released herein shall include, without limiting limitation, Claims relating to Employee's employment and separation from employment with the generality Company, Claims of discrimination under the foregoing, any Claims in any way arising out of, based upon, common law or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance regulation (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, and the Americans With with Disabilities Act, as amended), Claims for wrongful discharge, Claims for the payment of any salary, wages, bonuses, commissions, vacation pay, severance pay or benefits, Claims of detrimental reliance, and [__].1 Notwithstanding all other statutory, common law or other Claims of any nature whatsoever, to the foregoingfullest extent permitted by law. This General Release of Claims does not apply to any claims concerning a breach of this Agreement, this general release (the “Release”) shall not operate to release claims for any rights or claims of the undersigned (i) to payments or vested benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document employee benefit plans of the Company, (vi) any rights to any Claims which benefits under applicable workers' compensation statutes or government-provided unemployment benefits, claims that cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withas a matter of law, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claims arising after the date Employee executes this Agreement.

Appears in 1 contract

Samples: Retirement Agreement and General Release (Valpey Fisher Corp)

General Release. For valuable considerationIn consideration of the payments and benefits to be made under the Change in Control Severance Agreement, dated as of , 20 , to which Quorum Health Corporation. (the “Corporation”), QHCCS, LLC (the “Employer”), and (the “Executive”) are parties (the “Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the Releasees” hereunderCorporation Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsshareholders, officersattorneys, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Corporation Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Corporation Released Party (hereinafter called an ClaimsAction”) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Corporation Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Change in Control Severance Agreement (Quorum Health Corp)

General Release. For valuable consideration(a) Executive’s General Release and Waiver of Claims In exchange for the consideration provided in this Agreement, the receipt Executive and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, Executive’s heirs, assigns, agents, directors, officers, employeesexecutors, representatives, lawyersadministrators, agents, insurers, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Employer and Employer Group, including the Employer’s parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and each of its and their current or former respective officers, directors, executives, employees, agents, shareholders, employment benefit plans (and the administrators and fiduciaries of such plans), attorneys and/or owners, and their respective successors and assigns, and any other person or entity claimed to be jointly or severally liable with the Employer or any of the aforementioned persons or entities, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all persons acting byclaims, throughdemands, under actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or in concert with themunknown (collectively, “Claims”), that Releasors may have or have ever had against the Released Parties, or any of them, of and from any and all manner of action or actionsarising out of, cause or causes of action, in law or in equityany way related to the Executive’s hire, suitsbenefits, debtsemployment, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releaseestermination, or any of them, separation from employment with the Employer or Employer Group by reason of any matteractual or alleged act, causeomission, transaction, practice, conduct, occurrence, or thing whatsoever other matter from the beginning of time up to and including the date hereof. The Claims released herein include, without limiting the generality of the foregoingExecutive’s execution of this Agreement, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall but not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information limited to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation and Release of Claims Agreement (Castle Creek Biosciences, Inc.)

General Release. For valuable considerationIn consideration of the payments and benefits to be made under the Separation Agreement, dated as of November 4, 2016 (the “Separation Agreement”), by and among Xxxxxxx Xxxxxxxxxxx (the “Executive”), and US LBM Holdings, LLC (the “Company”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and its partnerssubsidiaries and affiliates (collectively, subsidiariesthe “Company Affiliated Group”), associatesthe Xxxxx Persons (as defined in the Separation Agreement) and the present and former officers, affiliatesdirectors, successors, heirs, assignsexecutives, agents, directorsshareholders, officersmembers, attorneys, employees, representatives, lawyers, insurersemployee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member or a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party (hereinafter called an ClaimsAction”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeincluding, without limiting limitation, arising out of or in connection with the generality Executive’s service as an employee, officer and/or director to any member of the foregoingCompany Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unsaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any Claims in any way arising out ofand all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Separation Agreement and Release (Us LBM Holdings, Inc.)

General Release. For valuable considerationIn consideration of the payments and consideration provided by AHA in Section 3 above, the receipt and adequacy as a material inducement to AHA to enter into this Agreement, Employee, on behalf of which are hereby acknowledgedEmployee, the undersigned Employee’s heirs, estate, executors, administrators, trustees, agents, representatives, attorneys, legal representatives, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge each of the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and Releasees (as defined below) from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liensadministrative or agency charges, contractsdues, sums of money, claims, complaints, liabilities, obligations, agreements, promises, liabilitysuits, claimsdamages, demands, damagesjudgments, costs, losses, costs, attorneys’ expenses and legal fees or expenses, and expenses of any nature whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Employee or Employee’s heirs, estate, executors, administrators, trustees, agents, representatives, attorneys, legal representatives, successors and assigns ever had, now has have or hereafter can, shall or may hereafter have against the Releasees, each or any of them, the Releasees by reason of any matter, cause, cause or thing whatsoever from the beginning of time the world to the date hereofexecution of this Agreement. The Claims released herein This release shall include, without limiting the generality of the foregoing, but not be limited to any Claims in any way and all rights or claims (i) arising out of, based uponor which might be considered to arise out of or to be connected in any way to, or related to the Employee’s employment or termination of employment of the undersigned by the Releasees, with AHA or any of themother Releasee or the termination thereof; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any (ii) arising under federal, state or local statute laws, regulations or ordinance includingrequirements, without limitationincluding but not limited to the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Family and Medical Leave Act, the Workers Adjustment Retraining and [__].1 Notwithstanding Notification Act, The Georgia Equal Employment for Persons with Disabilities Code, The Georgia Equal Pay Act, The Georgia Fair Employment Practices Act, The Georgia Workers' Compensation Law, and all rights and claims relating to whistleblower activity, or discrimination (on the foregoingbasis of sex, this general release (the “Release”) shall not operate to release any rights race, color, national origin, religion, disability or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”otherwise), (ii) wrongful termination, wrongful employment practices or relating to payments Employee’s employment with, or benefits under any equity award agreement between the undersigned and the Companytermination of employment from, AHA and; (iii) with respect to Section 2(b)(iv) any claim of the Employment Agreementtort, contract, negligence, defamation, fraud, misrepresentation, breach of contract, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, assault, battery, duress, invasion of privacy, bad faith, conspiracy, vicarious liability, nonphysical injury, personal injury or sickness, or other harm; and (iv) any claim or rights arising out of Employee’s employment or offer letter. As used in this Agreement, the term “Releasees” is a collective reference to accrued or AHA and its present, former and future subsidiaries, affiliates, successors, assigns and employee benefit plans, and each of their respective directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to be a release of Employee’s vested benefits the undersigned may haverights, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate AHA’s pension plan or any claim arising after the effective date of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Samples: Severance Agreement and Mutual General Release

General Release. For valuable considerationIn consideration of the payments and benefits to be made under the Employment Agreement dated May 18, 2010, between Planet Beach Franchising Corporation (the “Company”) and Xxxxxxx X. Xxxxx (the “Executive”) (the “Employment Agreement”), the receipt Executive, with the intention of binding the Executive and adequacy of which are hereby acknowledgedthe Executive’s heirs, the undersigned executors, administrators and assigns, does hereby release release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the Releasees” hereunderCompany Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsshareholders, officersattorneys, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, known whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, fixed suspected or contingent unsuspected which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party (hereinafter called an ClaimsAction”) arising out of or in connection with the Executive’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation and all Actions arising under the civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSexcepting only:

Appears in 1 contract

Samples: Employment Agreement (Planet Beach Franchising Corp)

General Release. For valuable considerationAs a material inducement to the Company to enter into this Release and in consideration of the payments to be made by the Company to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy assigns, and with full understanding of which are hereby acknowledgedthe contents and legal effect of this Release and having the right and opportunity to consult with his counsel, releases and discharges each member of the undersigned does hereby release Company Group, each of their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, divisions, affiliates, and forever discharge all employee benefit plans sponsored by or contributed to by any member of the “Releasees” hereunderCompany Group (including any fiduciaries thereof), consisting and all related entities of Aziyo Biologics, Inc.any kind or nature, and its partners, subsidiaries, associates, affiliatesand their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, employees, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has (through the Effective Date and, upon reaffirmation of this Release, through the Separation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or may hereafter have against the Releaseesand whether arising in tort, contract, statute, or equity, before any of themfederal, by reason of any matterstate, causelocal, or thing whatsoever from private court, agency, arbitrator, mediator, or other entity, regardless of the beginning relief or remedy; provided, however, and subject to Paragraph 4below, the Release is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of time to the date hereofa governmental agency. The Claims released herein include, without Without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to it being the employment or termination of employment intention of the undersigned by parties to make this Release as broad and as general as the Releaseeslaw permits, this Release specifically includes, but is not limited to, and is intended to explicitly release, any and all subject matter and claims arising from or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and in connection with any alleged violation by any of any federal, state the Released Parties under the Employment Agreement or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991 and Executive EXECUTION COPY Order 11246, which prohibit employment discrimination based on race, color, religion, sex, or national origin; the Age Discrimination In in Employment Act of 1967 and the Older Workers Benefit Protection Act of 1990, which prohibit employment discrimination because of age against individuals who are 40 years of age or older; the Equal Pay Act, which prohibits sex-based wage discrimination against men and women who perform substantially equal work in the same establishment; the Americans With with Disabilities Act of 1990 (ADA), which prohibits employment discrimination against qualified individuals with disabilities in the private sector, and in state and local governments; and Sections 501 and 505 of the Rehabilitation Act of 1973, which prohibit federal contractors to discriminate in employment against qualified individuals with disabilities; the Genetic Information Nondiscrimination Act (XXXX) of May 21, 2008, which prohibits discrimination against employees based on genetic information; the Family and Medical Leave Act, which protects employees’ rights to medical and [__].1 Notwithstanding family leave; the foregoingUniformed Services Employment and Reemployment Rights Act (USERRA); the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (VEVRAA); the Constitution of Puerto Rico, this general release which prohibits discriminatory treatment; Law 69 of July 6, 1985, which prohibits employment discrimination on the basis of sex; Law 17 of April 22, 1988, which prohibits sexual harassment in employment; Law 100 of June 30, 1959, as amended, which prohibits employment discrimination based on age, race, color, sex, marital status, social or national origin, social condition, political affiliation, political or religious beliefs, or against an employee for being a victim or being perceived as a victim of domestic violence, sexual aggression or stalking, or based on sexual orientation or gender identity; Law 116 of December 20, 1991; Law 44 of July 2, 1985, which prohibits employment discrimination against qualified individuals with disabilities or under any other local, state or federal law which prohibits discrimination, harassment or retaliation; Act 139 of June 26, 1968 (SINOT); Act 45 of April 18, 1935 (State Insurance Fund); the “Release”) shall not operate to release any rights or claims Employee Retirement Income Security Act of 1974 (ERISA); the undersigned Workers Adjustment Retraining and Notification Act (i) to payments or benefits under Section 4(a) WARN); the Consolidated Omnibus Budget Reconciliation Act of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. 1985 (COBRA); the Federal Bankruptcy Act; the Insurance and the undersigned Civil Codes of Puerto Rico; Law 80 of May 30, 1976; Law 379 (the “Employment Agreement”Days and Hours of Work); Law 96 of June 26, 1956 (iiMinimum Wage); Law 180 of July 27, 1998 (vacation and sick leave) to payments or benefits under and any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator(including Puerto Rico) laws, whether based on statute, regulation or common law, providing workers’ compensation benefits; restricting an employer’s right to terminate employees or otherwise regulating employment; or enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; providing recourse for alleged wrongful discharge, harassment or discrimination, physical or personal injury, emotional distress, fraud, negligent misrepresentation, libel, slander, defamation and similar or related claims and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out of or in connection with or involving his employment with the Company, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company or termination of employment with the Company. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rights, demands, liabilities, action and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. The Executive hereby expressly waives,

Appears in 1 contract

Samples: Separation Agreement and General Release (EVERTEC, Inc.)

General Release. For In consideration of the obligations of the Company set forth herein and other good and valuable consideration, the receipt and adequacy all of which are hereby acknowledgedEmployee agrees Employee would not be entitled without executing this Agreement, Employee, on behalf of himself and his family, heirs, spouse, agents, executors, administrators, legal representatives and their respective successors and assigns (each, a “Releasing Party” and collectively, the undersigned does hereby release “Releasing Parties”), releases and forever discharge discharges the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its partnersparents, subsidiaries, associatesaffiliates and affiliated funds, affiliatesand their respective present and former partners, successors, heirs, assigns, agentsmembers, directors, officers, principals, shareholders, employees, representativesagents, lawyersattorneys, insurerssuccessors and assigns, in their individual and all persons acting byrepresentative capacities (each, througha “Released Party” and collectively, under or in concert with themthe “Released Parties”), or any of them, of and from any and all manner of action or actions, cause or actions and causes of action, in law or in equity, suits, debts, liensdues, accounts, bonds, covenants, contracts, agreements, promisesjudgments, liabilitycharges, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature and demands whatsoever, known whether or unknownnot now known, fixed suspected or contingent (hereinafter called “Claims”)claimed, which Employee and all of the undersigned now has other Releasing Parties have, or may hereafter have have, against the Releasees, Released Parties or any of them, them arising out of or by reason of any matter, cause, matter or thing whatsoever from the beginning of time the world to the date hereof. The Claims released herein includethis Agreement is executed (“Claims”), including, without limiting the generality of the foregoinglimitation, any Claims in any way arising out of, based upon, or related to the Employee's employment or termination of employment of the undersigned by the ReleaseesCompany and the termination thereof, or any Employee's wages, compensation, bonus, expenses, and/or employee benefits, and all matters currently capable of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of being known arising under any federal, state or local statute statute, rule, regulation or ordinance principle of contract law (whether oral or written, express or implied), tort law or common law, including, without limitationbut not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the Immigration Reform and [__].1 Control Act, Arizona wage laws, Arizona equal pay laws, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Occupational Health and Safety Act, Arizona right to work laws, Arizona employee drug testing laws, the Arizona Medical Marijuana Act, Arizona genetic testing laws, the Arizona criminal code, all state or local whistleblower protection statutes, codes, or regulations, and any and all local laws that can be legally waived. Notwithstanding the foregoing, nothing in this general release Agreement will: (the “Release”a) shall not operate affect any vested employee benefits to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits which Employee may be entitled under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document existing employee benefit plans of the Company, (vib) to prohibit Employee from enforcing this Agreement, or (c) waive any Claims which canclaim that may not be waived by an employee under applicable law law. This provision does not release the Released Parties from obligations to perform under this Agreement or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Merger Agreement.

Appears in 1 contract

Samples: Confidential Separation and Release Agreement (Panbela Therapeutics, Inc.)

General Release. For IN CONSIDERATION OF good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged, and in consideration of the undersigned does hereby release terms and forever discharge conditions contained in the Employment Agreement, effective as of January 4, 2021 (the “Releasees” hereunderAgreement”), consisting by and between Stxxxx X. Xxxxxx (the “Executive”) and Lakeland Industries, Inc. (the “Company”), the Executive on behalf of Aziyo Biologicshimself and his heirs, Inc.executors, and its partnersadministrators, subsidiariesassigns, associates, affiliatesattorneys, successors, heirsand assigns, assignsknowingly and voluntarily, hereby waives, remits, releases and forever discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and all of their respective current and former officers, directors, stockholders, employees, agents, directorsattorneys, officerslenders, employees, representatives, lawyers, insurersand/or owners, and all persons acting bytheir respective successors, through, under and assigns and any other person or in concert entity claimed to be jointly or severally liable with them, the Company or any of themthe aforementioned persons or entities, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (the “Released Parties”) of and from any and all manner of action or actions, cause or actions and causes of action, in law or in equity, suits, debts, liensdues, accounts, bonds, covenants, contracts, agreements, promisesjudgments, liabilitycharges, claims, demandscomplaints, damages, lossesdemands, costs, attorneys’ fees or expenses, and obligations of any other nature whatsoever, past or present, known or unknown, fixed or contingent unknown (hereinafter called ClaimsLosses), ) which the undersigned now has Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have have, against the Releasees, Released Parties or any of them, them arising out of or by reason of any cause, matter, cause, or thing whatsoever from the beginning of time the world to the date hereof. The Claims released herein includeThis release includes, without limiting the generality of the foregoingbut is not limited to, any Claims in any way Losses arising out of, based upon, of or related relating to the Executive’s employment or termination of employment of the undersigned by the ReleaseesCompany and the cessation thereof, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of and all matters arising under any federal, state state, or local statute statute, rule, or ordinance regulation, or principle of contract law or common law relating to the Executive’s employment by the Company and the cessation thereof, including, without limitationbut not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination In in Employment ActAct of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans With with Disabilities ActAct of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., any applicable state or local law or regulation relating to employment, and [__].1 Notwithstanding the foregoingany claim for or obligation to pay for attorneys’ fees, costs, fees, or other expenses. It is understood that nothing in this general release (the “Release”) shall not operate is to release any rights or claims be construed as an admission on behalf of the undersigned (i) to payments or benefits under Section 4(a) Released Parties of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) wrongdoing with respect to the undersignedExecutive, any such wrongdoing being expressly denied. The Executive does not release or discharge the Released Parties from (i) any rights to any payments, benefits or reimbursements due to the Executive under the Agreement; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company. This release also bars any and all claims for future damages allegedly arising from the alleged continuation of the effect of any past action, omission or event, except nothing herein waives Executive’s right rights to communicate directly withenforce this Agreement. The Executive and the Company acknowledge that nothing in this Agreement limits or affects either party’s right, cooperate withwhere applicable, to file or participate in an investigative proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), or provide information to, any federal, state or local government regulatoragency. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990However, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSto the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive agrees to release, waive, relinquish and forego all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay and any other damages, benefits, remedies, or relief that Executive may be entitled to as a result of any prosecution of any administrative agency claim or commission charge, and the Executive shall not be entitled to recover any individual monetary award or relief or other individual remedies. Rights not waivable by law are not waived by this Agreement. The Executive represents and warrants that he fully understands the terms of this General Release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this General Release, he will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise. If Executive is 40 years of age or older, be advised that Executive has or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) and Executive agrees that in consideration for the Severance Payment, he specifically and voluntarily waives such rights and/or claims under the ADEA which he might have against the Releasees to the extent such rights and/or claims arose prior to the date this Agreement was executed. Executive understands that rights and/or claims under the ADEA which may arise after the date this Agreement is executed are not waived by him. By signing this General Release, the Executive does not release: (i) any right he may have to challenge the validity of this General Release under the ADEA or the OWBPA; or (ii) his right to enforce this General Release. Executive hereby affirms and acknowledges the following:

Appears in 1 contract

Samples: Lakeland Industries Inc

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General Release. For valuable consideration(a) In consideration of the covenants, agreements, and undertakings of the Company under the Offer and Consent Solicitation and this General Release Agreement, effective upon the Expiration Date, the receipt and adequacy Holder, on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., itself and its partnersrespective present and former parents, subsidiaries, associatesaffiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the Company and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, successorspredecessors, heirsemployees, assigns, agentsofficers, directors, officersshareholders, employeesmanagers, members, agents (including, without limitation, Xxxxxx Xxxxxx & Co., LLC, as Placement Agent for the Company’s securities), representatives, lawyers, insurerspermitted successors, and all persons acting bypermitted assigns (collectively, through, under or in concert with them, or any of them, “Releasees”) of and from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitslosses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, liabilityvariances, trespasses, damages, judgments, extents, executions, claims, and demands, damages, losses, costs, attorneys’ fees or expenses, of any every kind and nature whatsoever, whether now known or unknown, fixed foreseen or contingent unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (hereinafter called collectively, “Claims”), which the undersigned any of such Releasors ever had, now has have, or hereafter can, shall, or may hereafter have against the Releaseesany of such Releasees for, upon, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time through the Expiration Date, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this General Release Agreement and, if the date hereof. The Claims released herein include, without limiting the generality Holder is a holder of any PIK Notes as of the foregoingExpiration Date, any Claims in any way arising out ofafter the Expiration Date under the PIK Notes and the PIK Note Purchase Agreement; provided, based uponhowever, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, that this general release (the “Release”) General Release Agreement shall not operate to release any rights or claims of relieve the undersigned Company from (i) to payments its indemnification obligations under indemnification agreements with the Company’s current or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. former directors and the undersigned (the “Employment Agreement”)officers, (ii) its obligations pursuant to payments or benefits under any equity award agreement between the undersigned and employment agreements with the Company, ’s current or former employees or (iii) its repayment obligations pursuant to the PIK Note Purchase Agreement and the PIK Notes, which shall remain in full force and effect (the “Released Claims”). Notwithstanding anything else in this General Release Agreement to the contrary, by executing this General Release Agreement (by Xxxxxx’s execution and delivery of a Letter of Transmittal and Consent, together with respect any other required documents in accordance with the terms of the Offer and Consent Solicitation, electing thereby to participate in the Offer and Consent Solicitation, pursuant to Section 2(b)(iv4(e) of the Employment Agreement, (ivhereto) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which canHolder shall not be deemed to have waived by an employee under applicable law compliance with any provision of Securities Exchange Act of 1934 or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withof any rule or regulation thereunder, or provide information to, of any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rule of a self-regulatory organization.

Appears in 1 contract

Samples: General Release Agreement (Foxo Technologies Inc.)

General Release. For In consideration of the Lender’s execution and delivery of this Amendment, and for other good and valuable consideration, the receipt and adequacy sufficiency of which are hereby acknowledged, each of the undersigned does hereby release Borrower and the other Loan Parties on its own behalf, and on behalf of its respective successors and assigns, and any Person acting for or on behalf of, or claiming through, any of them, and each of them (collectively, the “Releasing Parties”), fully, finally and forever discharge releases and discharges the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Lender and its partnerspast, subsidiariespresent and future officers, associates, affiliates, successors, heirs, assignsdirectors, agents, directors, officersattorneys, employees, representatives, lawyerspredecessors, insurerssuccessors, assigns, heirs, parents, subsidiaries, and all persons any Person acting by, through, under for or in concert with them, or on behalf of any of them, and each of them (collectively, the “Released Parties”), of and from any and all manner of action or claims, actions, cause or causes and rights of action, in law or in equity, suits, debts, lienssums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, obligations, promises, liabilitytrespasses, damages, judgments, executions, losses, claims, demands, damages, losses, costs, attorneys’ fees or expenses, liabilities and demands of any kind or nature whatsoever, whether at law, in equity or otherwise, whether known or unknown, fixed contingent or contingent (hereinafter called “Claims”)absolute, which the undersigned now has suspected or may hereafter have against the Releaseesunsuspected, disclosed or any of themundisclosed, hidden or concealed, disputed or undisputed, liquidated or unliquidated, matured or unmatured and whether or not accrued, and whether or not asserted or assertable in law, equity or otherwise, for, upon or by reason of any act, omission or other matter, cause, cause or thing whatsoever from the beginning of time the world until the date hereof relating to, arising from or in any manner whatsoever connected with (a) the Loan Documents (including without limitation, the Credit Agreement) and (b) all actions taken or contemplated to be taken in connection with, arising from or in any manner whatsoever relating to the Loan Documents (including without limitation, the Credit Agreement), which any of the Releasing Parties ever had or may have had, now has or may now have against any of the Released Parties for, upon or by reason of any act, omission or other matter, cause or thing whatsoever from the beginning of the world until the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__signature page follows].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Par Technology Corp)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee's employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release : (the “Release”a) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, ; (ivb) to accrued the Employee’s employment or vested benefits the undersigned may have, if any, as other relationship with any of the date hereof Released Parties or the termination thereof; and (c) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any applicable plan, policy, practice, program, contract or agreement the Employment Agreement with the CompanyCompany dated [ ], (v) to any Claimsa signed copy of which is attached hereto as Exhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 1 contract

Samples: Employment Agreement (Funko, Inc.)

General Release. For valuable consideration(a) As a material inducement to the Company to enter into this Release and in consideration of the payments to be made by the Company to Braxxxx xx Paragraph 2 above and the release contained in Paragraph 3(b) below, Braxxxx, xith full understanding of the receipt contents and adequacy legal effect of which are hereby acknowledgedthis Release and having the right and opportunity to consult with his counsel, releases and discharges the undersigned does hereby release Company, its shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, parent companies, divisions, subsidiaries and forever discharge the “Releasees” hereunderaffiliates, consisting and all related entities of Aziyo Biologics, Inc.any kind or nature, and its partners, subsidiaries, associates, affiliatesand their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, employees, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the "COMPANY RELEASED PARTIES") from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has, whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or may hereafter have against the Releaseesand whether arising in tort, contract, statute, or equity, before any of themfederal, by reason of any matterstate, causelocal, or thing whatsoever from private court, agency, arbitrator, mediator, or other entity, regardless of the beginning of time to the date hereofrelief or remedy. The Claims released herein include, without Without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to it being the employment or termination of employment intention of the undersigned by parties to make this Release as broad and as general as the Releaseeslaw permits, or this Release specifically includes any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and all subject matter and claims arising from any alleged violation by the Company Released Parties under the Age Discrimination in Employment Act of any federal1967, state or local statute or ordinance including, without limitation, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination In Employment Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. ss. 1981); the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Illinois Wage Payment and Collection Act; the Illinois Human Rights Act, the Coox Xxunty Human Rights Ordinance, and other similar state or local laws; the Americans With with Disabilities Act; the Family and Medical Leave Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, and [__].1 Notwithstanding the foregoingemployment or other contract or implied contract claim (including, this general release (the “Release”) shall but not operate to release limited to, any rights or claims of the undersigned (i) to payments or benefits arising under Section 4(a) of that certain Employment AgreementAgreement dated August 29, effective as of [Ÿ]1996 by and between the Company and Braxxxx, between Aziyo Biologicsxs amended on July 15, Inc. and the undersigned 1999 (the “Employment Agreement”"EMPLOYMENT AGREEMENT")), (ii) to payments or benefits under any equity award agreement between the undersigned and the Companycommon law claim for wrongful discharge, (iii) with respect to Section 2(b)(iv) breach of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:implied covenant of

Appears in 1 contract

Samples: Settlement Agreement and General Release (Security Associates International Inc)

General Release. For valuable considerationExecutive, the receipt for himself, his successors, assigns, executors, administrators, insureds, attorneys, and adequacy of which are hereby acknowledgedall those entitled to assert his rights, the undersigned does hereby release now and forever discharge hereby releases and discharges the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its respective past and present officers, directors, shareholders, stockholders, trustees, partners, joint ventures, board members, employees, agents, parent corporations, divisions, wholly or partially owned subsidiaries, associatesaffiliates, affiliatesestates, predecessors, successors, heirs, executors, administrators, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, benefit plans, and all persons acting byattorneys (the “Released Parties”), through, under or in concert with them, or any of them, of and from any and all manner of action or legal, administrative, and/or equitable claims, actions, cause or causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorneys’ fees and costs, or liabilities of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees which Executive ever had or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the ReleaseesReleased Parties, including any claims arising by reason of or in any way connected with any employment relationship which existed between the Company or any of themits parents, by reason of any mattersubsidiaries, causeaffiliates, or thing whatsoever predecessors, and Executive. It is understood and agreed that this General Release is intended to cover all actions, causes of action, claims or demands for any damage, loss or injury, which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that Executive has, had or purports to have, from the beginning of time to the date hereof. The Claims released herein includeof this Agreement, without limiting the generality of the foregoingwhether known or unknown, any Claims in any way arising out ofthat now exists, based upon, or no matter how remotely they may be related to the aforesaid employment or termination of relationship including but not limited to claims for employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any discrimination under federal, state or local statute or ordinance including, without limitation, Title VII statutes. Without limiting the broadness of the Civil Rights Act of 1964foregoing language, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate Executive agrees to release the Released Parties from any rights or and all claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSunder:

Appears in 1 contract

Samples: Separation Agreement and General Release (Scansource, Inc.)

General Release. For valuable considerationExcepting only obligations to be performed by the Company Parties under the Agreement, the receipt Option Agreements and adequacy the Retirement Plans, and to the maximum extent permitted by applicable law, Rutlxxxx, xx behalf of which are hereby acknowledgedhimself and his heirs, the undersigned administrators, executors and assigns, and each of them, shall and does hereby forever relieve, release and forever discharge each of the “Releasees” hereunderCompany Entities and the past and present parent, consisting subsidiary and affiliated corporations, partnerships, joint ventures, limited liability companies or other entities of Aziyo Biologicsany of the Company Entities, Inc.as well as their respective owners, and its shareholders, partners, subsidiariesjoint venturers, associatesofficers, affiliatesdirectors, managers, members, agents, employees, attorneys and representatives, past or present, as well as the heirs, administrators, executors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, predecessors and all persons acting by, through, under or in concert with them, or assigns of any of themthe foregoing (all of the foregoing, of and collectively, the "Company Entity Releasees"), from any and all manner of action or actions, cause or causes of action, in law or in equityactions, suitsjudgments, liens, acts, promises, agreements, debts, liensindebtedness, contracts, agreements, promises, liability, claims, demandsobligations, damages, losses, costsclaims, liabilities, demands, costs and expenses (including without limitation attorneys’ fees ' fees) of whatsoever kind or expenses, of any nature whatsoevercharacter, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, fixed or contingent (hereinafter called “Claims”)contingent, which the undersigned now has whether or may hereafter have against the Releasees, not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity or any of themarbitrator, by reason of whether statutory or administrative or common law, heretofore or hereafter arising out of, connected with or incidental to any matter, cause, or thing whatsoever from dealings between the beginning of time parties prior to the date hereof. The Claims released herein includeof this Agreement or any other fact or matter existing prior to the date of execution of this Attachment (all of the foregoing, "Claims"), including without limiting limitation on the generality of the foregoing, any Claims in any way arising out ofand all claims, based upondemands or causes of action attributable to, connected with, or related incidental to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate (i) the employment of Rutlxxxx xx any of the undersigned; and any alleged violation Company Parties or Rutlxxxx'x xxxtus as an officer or director of any of the Company Parties, (ii) the separation of that employment and termination of that status, (iii) any of the Rutlxxxx Xxxeements, or (iv) any dealings between the parties concerning any of the foregoing matters. This release is intended to apply to (1) any claims arising from federal, state or local statute laws including those which prohibit discrimination on the basis of race, national origin, sex, religion, age, marital status, pregnancy, handicap, perceived handicap, ancestry, sexual orientation, family or ordinance includingpersonal leave or any other form of discrimination, (2) any common law claims of any kind whatever (including without limitationlimitation any contract, Title VII tort, and property rights claims such as breach of contract, breach of the Civil Rights Act implied covenant of 1964good faith and fair dealing, the Age Discrimination In Employment Acttortious interference with contract or current or prospective economic advantage, the Americans With Disabilities Actfraud, deceit, breach of privacy, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium, breach of fiduciary duty, violation of public policy and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims other common law claim of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”any kind whatever), (ii3) to payments any claims for severance pay, sick leave, family leave, vacation, life insurance, bonuses, incentive compensation, health insurance, disability or benefits under medical insurance or any equity award agreement between the undersigned and the Companyother fringe benefit or compensation, (iii4) with respect to Section 2(b)(iv) of any claims under laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the Employment Agreementworkplace, (iv5) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including all rights and claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned Employee Retirement Income Security Act of 1974 ("ERISA"), or pertaining to ERISA regulated benefits, and the Company or (6) as set forth in Paragraph 1.b below, all rights and claims arising under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:federal Age Discrimination in Employment Act.

Appears in 1 contract

Samples: Separation Agreement (Allegheny Teledyne Inc)

General Release. For valuable considerationIn consideration of the benefits provided under this Agreement, Executive, for and on behalf of himself and each of his heirs, administrators, executors, personal representatives, beneficiaries, successors and assigns, fully and completely releases the receipt and adequacy of which are hereby acknowledgedCompany, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.its affiliates, and its each of their respective current and former officers, directors, managers, members, partners, subsidiaries, associates, affiliates, successors, heirs, assignsshareholders, agents, directorsemployees, officersemployee benefit plans and fiduciaries, employeestrustees, insurers, representatives, lawyersattorneys, insurerstransferees, successors and assigns (collectively, the "Releasees"), collectively, separately, and all persons acting by, through, under or in concert with them, or any of themseverally, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, lossescauses of action, costsdebts, attorneys’ fees or expensesliabilities, controversies, judgments, and suits of any every kind and nature whatsoever, foreseen, unforeseen, known or unknown, fixed or contingent (hereinafter called “Claims”)which Executive has had, which the undersigned now has has, or may hereafter have against the Releasees, Releasees (or any of them, by reason of any matter, cause, or thing whatsoever ) from the beginning of time up until the time Executive signs this Agreement, with the exception of (i) any claims which cannot be waived by private agreement; (ii) any claims which may arise after the date Executive signs this Agreement; (iii) any claims for breach of this Agreement or to enforce any rights, obligations, or payments specified in this Agreement; or (iv) any claims by Executive for indemnification or insurance coverage for Executive's acts or omissions while employed with the Company under any articles of incorporation, bylaws, operating agreement, directors and officers insurance policy, or other applicable plan, document, agreement, or insurance policy. Subject to the date hereof. The Claims released herein includelimitations in the immediately preceding sentence, without limiting the generality this general release of the foregoing, any Claims in any way claims includes all claims arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of under any federal, state or local statute or ordinance includingordinance, without limitationconstitutional provision, public policy or common law (the "Employee Claims"), including all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act of 1967, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Executive Order 11246, the Employee Retirement Income Security Act (with respect to unvested benefits), the Consolidated Omnibus Budget Reconciliation Act, the Americans With with Disabilities Act, the Rehabilitation Act, the Family and [__].1 Notwithstanding Medical Leave Act of 1993, the foregoingWorker Adjustment and Retraining Notification Act, this general release (the “Release”) shall not operate to release any rights or claims Georgia Equal Pay Act, the Georgia Prohibition of the undersigned (i) to payments or benefits under Section 4(a) of that certain Age Discrimination in Employment AgreementAct, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned Georgia Equal Employment for People with Disabilities Code, all as amended; all claims for breach of any express or implied contract; all claims for breach of any covenant of good faith and fair dealing; all claims for promissory estoppel or detrimental reliance; all claims for wages, bonuses, incentive compensation, fringe benefits and severance allowances or entitlements; all tort claims (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement fraud, slander, libel, defamation, disparagement, and negligent or intentional infliction of expenses arising under emotional distress); all claims for compensatory or punitive damages, or any indemnification agreement between the undersigned other claim for damages or injury of any kind whatsoever; and the Company all claims for monetary recovery, including, without limitation, attorneys' fees , experts' fees, medical fees or under the bylawsexpenses, certificate of incorporation costs and disbursements. Executive hereby irrevocably and unconditionally waives and relinquishes any right to obtain or receive reinstatement or any monetary, injunctive, or other similar governing document relief through any suit, complaint, action or proceeding commenced or maintained in any court, agency, or other forum by Executive or on his behalf for or on account of any of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claims released in this Agreement).

Appears in 1 contract

Samples: Employment Agreement (Guided Therapeutics Inc)

General Release. For valuable considerationEmployee, the receipt on his own behalf, and adequacy on behalf of which are his heirs and assigns, hereby acknowledged, the undersigned does hereby release fully and forever discharge unconditionally releases and discharges the “Releasees” hereunderCompany, consisting all of Aziyo Biologicsits past and present parent, Inc.subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsall past or present officers, directors, officers, employees, representatives, lawyers, insurers, insurers and all persons acting by, through, under or in concert with them, or agents of any of them, (hereinafter referred to collectively as "Releasees"), of and from from, and covenants not to sue or assert against Xxxeasees, for any purpose, all claims, administrative complaints, demands, actions and all manner of action or actions, cause or causes of action, in of every kind and nature whatsoever, whether at law or in equity, suitsarising from or in any way related to my employment by the Company including the termination thereof, debtsbased in whole or in part upon any act or omission concerning on or before the date of this general release, lienswhether negligent or intentional, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees without regard to Employee's present actual knowledge of the act or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)omission, which the undersigned Employee may now has have, or may hereafter have against the Releaseeswhich Employee, or any person acting on his behalf may at any future time have or claim to have, including specifically, but not by way of themlimitation, by reason unpaid wages, unpaid benefits, matters which may arise at common law, such as breach of any mattercontract, causeexpress or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any under federal, state or local statute or ordinance includinglaws, without limitationsuch as the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Rehabilitation Act of 1973, the Americans With with Disabilities Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingPregnancy Disability Act, the Equal Pay Act, and the Colorado Civil Rights Act, excepting only retirement benefits described herein, COBRA rights, unemployment compensation and worker's compensation. Employee warrants that he has not assigned or transferred any right or claim described in this general release. Employee expressly assumes all risk that the facts and law concerning this general release (the “Release”) may be other than as presently known to Employee, and acknowledges that, in signing this general release, Employee is not relying on any information provided by Releasees or upon Releasees to provide information not known to Employee. Employee acknowledges that he has been advised to consult an attorney regarding this release. This release shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. be governed by and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement construed in accordance with the Companylaws of Colorado. In the event of any dispute under this release, (v) the prevailing party shall be entitled to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned recover all costs and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:reasonable attorneys' fees incurred in connection therewith.

Appears in 1 contract

Samples: Employment Agreement (Pease Oil & Gas Co /Co/)

General Release. For In exchange for the benefits described in this Agreement, and other good and valuable consideration, the receipt and adequacy sufficiency of which are hereby acknowledged, Employee hereby agrees that he, his representatives, agents, estate, heirs, successors and assigns (collectively and individually the undersigned does “Employee Parties”) absolutely and unconditionally hereby release release, remise, indemnify, hold harmless and forever discharge the “Releasees” hereunderCompany, consisting of Aziyo Biologicsits predecessors, Inc.successors, and its partnersparents, subsidiaries, associatesdivisions, affiliates, successors, heirs, assigns, agentsbenefit plans and insurers, as well as its and their current and former directors, stockholders, officers, employees, representativesattorneys, lawyerspartners, insurersrepresentatives and/or agents, both individually and all persons acting byin their official capacities (collectively and individually the “Company Parties”), through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause actions or causes of action, in law or in equity, suits, debtsclaims, lienscomplaints, contracts, liabilities, obligations, agreements, promises, liability, claims, demandsdebts, damages, lossesjudgments, costsrights and demands (all of the foregoing collectively, attorneys’ fees “Claims”), whether existing or expenses, of any nature whatsoevercontingent, known or unknown, fixed or contingent including, but not limited to, (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or a) any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way and all claims arising out ofof or in connection with Employee’s employment, based upon, or related to the change in employment status or termination of employment with the Company, (b) any and all claims arising out of or in connection with any relationship between Employee and the Company and/or the Company Parties, including those arising out of Employee’s status as an employee or officer of the undersigned by Company and/or the ReleaseesCompany Parties, or (c) any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions and all claims based on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute law, constitution or ordinance regulation regarding either employment or employment discrimination and/or retaliation including, without limitation, Title VII those laws or regulations concerning discrimination on the basis of race, color, age, handicap, physical or mental disability, creed, religion, sex, sex harassment, sexual orientation, marital status, national origin, ancestry, veteran status, military service, application for military service, or any other category protected under state or federal law, and (d) any and all claims based on any contract, whether oral or written, express or implied; any tort; and/or any other statutory or common law claim of any nature whatsoever. This Section 3 is intended by the parties hereto to be all encompassing and to act as a full and total release of any and all claims, whether specifically enumerated herein or not, that Employee Parties have, may have or have had against the Company Parties, from the beginning of the Civil Rights Act world to the date of 1964this Agreement and through and after the Separation Date; provided, the Age Discrimination In Employment Acthowever, the Americans With Disabilities Act, and [__].1 Notwithstanding that notwithstanding the foregoing, this general the release (the “Release”) contained herein shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) apply to any Claims which cannot be waived by an employee arising or accruing under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Samples: Separation Agreement (Medical Solutions Management Inc.)

General Release. For valuable considerationExcept as to such rights or claims as may be created by this Agreement, the receipt Employee and adequacy of which are hereby acknowledgedEmployee’s respective heirs, the undersigned does administrators, successors in interest, assigns and agents, hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., Company and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentscurrent and former officers, directors, officersshareholders, employees, representatives, lawyersattorneys, agents, members, trustees, administrators, owners, partners, insurers, fiduciaries, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and all persons acting bysuccessors in interest, throughjointly and severally (referred to collectively hereafter as the “Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, liabilities, suits, causes of action, in law or in equitycharges, suitscomplaints, debtsobligations, lienscosts, contracts, agreements, promises, liability, claims, demandslosses, damages, lossesinjuries, costspenalties, interest, attorneys’ fees or expensesfees, and other legal responsibilities, of any nature form whatsoever, whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called referred to collectively hereafter as “Claim” or “Claims”), which the undersigned now Employee has at any time owned or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time held up to and including the date hereof. The Claims released herein includeEmployee signs this Agreement (including during the Revocation Period (as defined below)), including, and without limiting the generality of the foregoing, any and all Claims in any way arising out of, based uponconnected with, or related to relating to: (1) Employee’s employment with the employment Company or the termination of employment that employment; (2) any act or omission by or on the part of any of the undersigned by the Releasees, or any of them; (3) any alleged breach violation of California Labor Code, applicable California Wage Order, Fair Labor Standards Act or the Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (4) any express Claim arising under the Labor Code Private Attorneys General Act (PAGA), Labor Code §§ 2699, et seq.; (5) any federal, state or implied contract of employmentlocal law regulating compensation, salaries, wages, meal periods, rest periods, itemized wage statements, pay stubs or payroll records, hours, bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, penalties, interest or damages; (6) any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged Claim for violation of any federal, state or local statute law or ordinance includingregulation prohibiting discrimination, without limitationharassment or retaliation of any kind; (7) breach of any express or implied employment contract or agreement, Title VII wrongful discharge, breach of the Civil Rights implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, fraud, misrepresentation, defamation, trespass, conversion, interference with prospective economic advantage, and invasion of privacy; and (8) any Claim for attorneys’ fees, costs or expenses. The foregoing general release does not apply to any Claim that cannot be released as a matter of law. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee agrees that the release provided by this Agreement applies to any Claims brought by any person or agency on behalf of Employee or any class action, representative action or collective action pursuant to which Employee may have any right or benefit. Employee agrees not to participate in any class action, representative action or collective action that may include or encompass any of the Claims released by this Agreement. With respect to any Claims released by this Agreement, Employee further agrees not to accept any recovery or benefit that may be obtained on Employee’s behalf by any other person or agency or in any class action, representative action or collective action, and does hereby assign any such recovery or benefit to the Company. In addition, Employee agrees that in the event Employee receives any notice from any claims administrator, attorney, law firm or other person purporting to represent Employee or any class or group which includes Employee, and such notice references any lawsuit or threatened lawsuit against the Company or any of the Releasees that encompasses any of the Claims released by this Agreement, Employee will promptly notify such claims administrator, attorney, law firm, or other person that Employee does not wish to participate in and specifically “opts out” of any class action, representative action or collective action against the Company or any of the Releasees. Finally, by signing this Agreement, Employee acknowledges and agrees that Employee is not an “aggrieved employee,” as that term is defined in the Labor Code Private Attorneys General Act of 1964(PAGA), with respect to any Claims released by this Agreement. Notwithstanding anything to the contrary herein, the Age Discrimination In Employment Actforegoing release shall not cover, and Employee does not release, any rights of Employee under this Agreement or the Equity Award Agreements, dated as of June 26, 2017, May 10, 2018 and May 7, 2020, respectively (collectively, as the same may be amended and/or restated from time to time, the Americans With Disabilities Act“Equity Award Agreements”), between Employee and [__].1 Notwithstanding WM Holding, or any rights of Employee as a holder of Class P Units of WM Holding under the foregoingCertificate of Formation or the Fourth Amended and Restated Operating Agreement of WM Holding, dated as of June 16, 2021 (as the same may be amended and/or restated from time to time, the “Amended and Restated LLC Agreement”). Employee acknowledges and agrees that Employee will own an aggregate total of 1,035,514 vested Class P Units of WM Holding as of the first day of the Advisory Services Period, and, if Employee accepts and executes this general release Agreement, WM Holding will permit continued vesting of the Advisory Services Units during the Advisory Services Period, so that Employee will have vested in an aggregate total of 1,314,411 vested Class P Units as of the Services Completion Date, all 1,314,411 of which shall be retained by Employee following the Services Completion Date pursuant and subject to the Equity Award Agreements, the Amended and Restated LLC Agreement and the WM Holding Third Amended and Restated Equity Incentive Plan, dated as of August 15, 2018 as may be amended, restated, supplemented, or otherwise modified from time to time (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementPlan”). Except for the Advisory Services Units, (ii) Employee acknowledges that Employee forfeits all Class P Units granted to payments or benefits Employee under any equity award agreement between the undersigned Equity Award Agreement and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, which are unvested as of the date hereof under any applicable planServices Completion Date pursuant to the terms of the Equity Award Agreement, policythe Amended and Restated LLC Agreement and the Plan. Except as set forth in this paragraph, practiceEmployee acknowledges that Employee has no right, program, contract title or agreement with the Company, (v) interest to any Claimsother equity, including claims for indemnification and/or advancement options or equivalents of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:its affiliates.

Appears in 1 contract

Samples: Strategic Advisor Agreement (Wm Technology, Inc.)

General Release. For valuable considerationa. Each Member, the receipt on behalf of himself, herself or itself and adequacy each of which are hereby acknowledgedhis, the undersigned does hereby release her or its past, present and forever discharge the “Releasees” hereunderfuture Affiliates, consisting of Aziyo Biologicsfirms, Inc.corporations, and its limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, subsidiariestrustees, associatesprincipals, affiliatesconsultants, successorscontractors, family members, heirs, assignsexecutors, agentsadministrators, directorspredecessors, officerssuccessors and assigns (each, employeesa “Releasing Party” and, representativescollectively, lawyersthe “Releasing Parties”), insurershereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Company, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns (including Parent, the Surviving Company and their respective Affiliates), and all persons acting bytheir respective former, throughpresent and future Representatives, under or in concert with theminvestors, or any of themstockholders, members, partners, insurers and indemnitees (collectively the “Released Parties”), of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityLegal Proceedings, suitsEncumbrances, debts, liens, contracts, agreementsContracts, promises, liabilityor Losses (whether for compensatory, claimsspecial, demandsincidental or punitive Losses, damages, losses, costs, attorneys’ fees equitable relief or expenses, otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Legal Requirement or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the ReleaseesReleased Parties, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding which are based on acts, events or omissions occurring up to and including the foregoing, this general release Effective Time (the “ReleaseReleased Claims) ); provided, however, that the foregoing release shall not operate to release release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights or claims of the undersigned of: (i) to payments or benefits the Members under Section 4(a) of that certain Employment this Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), ; (ii) to payments the Members under the CVR Agreement; or benefits under any equity award agreement between the undersigned and the Company, (iii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Company Charter Documents (or any directors’ and officers’ liability insurance policy maintained by the Company in respect of the same) if any Releasing Party is made a party to a Legal Proceeding as a result of such Releasing Party’s status as an officer, manager, director or employee of the Company with respect to Section 2(b)(iv) of any act, omission, event or transaction occurring on or before the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)

General Release. For In exchange for the consideration set forth in the Agreement (including as set forth in Section 5 thereof), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby Employee agrees unconditionally and forever to release and forever discharge the “Releasees” hereunderCompany and the Company’s affiliated, consisting of Aziyo Biologicsrelated, Inc.parent and subsidiary corporations, as well as their respective past and its partnerspresent parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint ventures, predecessors, successors, heirs, assigns, agentsinsurers, directorsowners, employees, officers, employees, representatives, lawyers, insurers, directors and all persons acting by, through, under under, or in concert with them, or any of them, of and them (hereinafter the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesrights, losses, costs, attorneys’ fees or expenses, damages of any kind or nature whatsoeverwhich he may now have, or ever have, whether known or unknown, fixed or contingent contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), which the undersigned that Employee now has or may hereafter have against the Releasees, or any of them, Releasees by reason of any matterand all acts, causeomissions, events or thing whatsoever from the beginning facts occurring or existing prior to Employee’s execution of time to the date hereofthis Release. The Claims released herein hereunder specifically include, without limiting the generality of the foregoingbut are not limited to, any Claims in claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any way arising out ofother type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, based uponbenefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or related other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the employment or termination basis of employment of the undersigned by the Releaseesage, pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any of themother protected category; any alleged breach claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of any express or implied contract of employment1990; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and [__].1 Notwithstanding the foregoing, this general release Retraining Notification Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementWARN”), (ii) to payments or benefits under any equity award agreement between as amended, 29 U.S.C. § 2101 et seq.; the undersigned Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the California Fair Employment and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if anyHousing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the date hereof under any applicable planCalifornia WARN Act, policyCal. Lab. Code § 1400 et seq.; the California False Claims Act, practiceCal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, program, contract or agreement with Cal. Penal Code § 387; the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned California Labor Code; and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:laws of similar effect.

Appears in 1 contract

Samples: Employment Separation and Release Agreement (Tilly's, Inc.)

General Release. For valuable considerationIn consideration of the benefits set forth herein, the receipt and adequacy of which are Employee hereby acknowledgedfully, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.finally, and its partnerscompletely releases the Company, TETRA, their respective predecessors, successors, subsidiaries, associatesmembers, affiliatesstockholders and Affiliates and their respective officers, successorsdirectors, heirsmanagers, assignscontrol persons, employees, agents, directorsattorneys, officers, employees, representatives, lawyers, insurers, representatives and all persons acting by, through, under or in concert with them, or assigns of any of themthem (collectively, of and the “Released Parties”) from any and all manner of action or liabilities, claims, actions, cause or losses, expenses, demands, costs, fees, damages and/or causes of action, in law of whatever kind or in equitycharacter, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether now known or unknownunknown (collectively, fixed or contingent (hereinafter called “Claims”), which arising from, relating to, or in any way connected with any facts or events occurring on or before the undersigned now has or execution of this Agreement that he may hereafter have against the ReleaseesCompany or any Released Parties, including, but not limited to any such Claims arising out of or in any way related to Employee’s employment with the Company, or any of them, by reason of any matter, causeAffiliate thereof, or thing whatsoever from the beginning termination of time to the date hereof. The Claims released herein includesuch employment, without limiting the generality of the foregoingincluding but not limited to, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance includingregulation, without limitationany breach of contract, Title VII any wrongful termination, or other tort or cause of action. Employee confirms that this Agreement was neither procured by fraud nor signed under duress or coercion. Further, Employee waives and releases the Civil Rights Act Company and each Released Party from any Claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. Employee understands and agrees that by signing this Agreement, he is giving up the right to pursue any legal Claims released herein that he may currently have against the Company or any Released Parties, whether or not he is aware of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actsuch Claims, and [__].1 Notwithstanding the foregoing, specifically agrees and covenants not to bring any legal action for any Claims released herein. The only Claims that are excluded from this general release (the “Release”) shall not operate to release any rights or claims of the undersigned Agreement are (i) to payments or benefits under Section 4(a) Claims arising after the date of that certain Employment this Agreement, effective as if any, including any future Claims relating to the Company’s or TETRA’s performance of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”)its obligations hereunder, (ii) to payments or benefits under any equity award agreement between the undersigned and the Companyclaim for unemployment compensation, (iii) with respect any claim for workers’ compensation benefits, and (iv) any vested, future benefits which Employee is entitled to receive under any Company “employee benefit plan,” within the meaning of Section 2(b)(iv3(3) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if anyEmployee Retirement Income Security Act of 1974, as of the date hereof under any applicable planamended, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:regulations promulgated thereunder.

Appears in 1 contract

Samples: Separation and Release Agreement (Tetra Technologies Inc)

General Release. For valuable considerationIn consideration of the terms and conditions of this Agreement, the receipt Frichner, on behalf of himself and adequacy of which are his heirs, representatives and assigns, shall and hereby acknowledgeddoes forever relieve, the undersigned does hereby release release, and forever discharge the “Releasees” hereunderCompany Parties and their past and present parent, consisting of Aziyo Biologicssubsidiary, Inc.sister and affiliated corporations and all other related entities, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, the respective directors, officers, employees, agents, attorneys, representatives, lawyerssuccessors and assigns of each of the foregoing, insurerspast or present, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suitsclaims, debts, liabilities, demands, obligations, liens, contractspromises, acts, agreements, promisescosts, liability, claims, demandsexpenses, damages, lossesactions, costs, attorneys’ fees or expenses, and causes of any nature whatsoever, action arising out of facts known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which anticipated or not anticipated, occurring on or existing at any time up to and including the undersigned now has or may hereafter have against the Releaseesdate of execution of this Agreement by Frichner, including, without limitation, any statutory, civil, or any of them, by reason of any matter, cause, or thing whatsoever administrative claims arising from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute laws, including, but not limited to, those that prohibit discrimination of any form, any common law claims of any kind, any claims for termination of employment, wages or ordinance accrued benefits such as unpaid vacation, or any other fringe benefit or compensation. In consideration of the terms and conditions of this Agreement, the Company and the Parent, each on behalf of itself and its affiliates, successors and assigns, shall and hereby does forever relieve, release, and discharge Frichner and his heirs, legal representatives and assigns, past and present, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs, expenses, damages, actions, and causes of action arising out of facts known or unknown, suspected or unsuspected, anticipated or not anticipated, occurring on or existing at any time up to and including the date of execution of this Agreement by Company, including, without limitation, Title VII of the Civil Rights Act of 1964any statutory, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withcivil, or provide information to, any administrative claims arising from federal, state or local government regulatorlaws. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:This agreement does not require the Company to defend or pay any claim regarding any litigation alleging any criminal act(s) by Frichner.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Left Behind Games, Inc.)

General Release. For valuable considerationThis General Release (“Release”) is executed and delivered by Xxxxxxx X. Xxxxxxx (“Employee”) to and for the benefit of URS Corporation, a Delaware corporation, and any parent, subsidiary or affiliated corporation or related entity of URS Corporation (collectively, “Company”). In consideration of certain payments and benefits which Employee will receive following termination of employment pursuant to the terms of the Employment Agreement entered into as of October 1, 2013, between Employee and Company, and as amended from time to time (the “Agreement”), the receipt and adequacy sufficiency of which are Employee hereby acknowledgedacknowledges, the undersigned does Employee hereby release fully, finally, completely and forever discharge the “Releasees” hereundergenerally releases, consisting of Aziyo Biologicsabsolves and discharges Company, Inc.its predecessors, and its partnerssuccessors, subsidiaries, associatesparents, related companies and business concerns, affiliates, successorspartners, heirs, assigns, agentstrustees, directors, officers, agents, attorneys, servants, representatives and employees, representatives, lawyers, insurerspast and present, and all persons acting by, through, under or in concert with them, or any each of them, of and them (hereinafter collectively referred to as “Releasees”) from any and all manner of action or claims, demands, liens, agreements, contracts, covenants, actions, cause or suits, causes of action, in law or in equitygrievances, suitsarbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, liens, contracts, agreements, promises, liability, profit sharing or bonus claims, demandsexpenses, damages, lossesjudgments, costsorders and/or liabilities of whatever kind or nature in law, attorneys’ fees equity or expensesotherwise, of any nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”)unknown to Employee, which the undersigned Employee now owns or holds or has at any time owned or may hereafter have held as against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to through the date hereof. The Claims released herein includeEmployee executes this Release (“Claims”), including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising out of or in any way arising out of, based upon, connected to Employee’s employment with or related to the employment or termination separation of employment of the undersigned by the Releaseesfrom Company, or including any of them; any alleged Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, harassment, discrimination and retaliation in employment, any express and all acts or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation omissions in contravention of any federal, state or local statute laws or ordinance statutes (including, but not limited to, federal or state securities laws, any deceptive trade practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on local, state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act (the “ADEA”), the Americans with Disabilities Act, the Americans With Disabilities National Labor Relations Act, the California Fair Employment and Housing Act, and [__].1 any similar act in effect in any jurisdiction applicable to Employee or Company, all as amended. Employee represents that as of Employee’s execution of this Release, Employee has been paid all wages owed, has received all the leave and leave benefits and protections for which Employee is eligible, pursuant to the Family and Medical Leave Act or otherwise, and has not suffered any on-the-job injury for which Employee has not already filed a claim. Notwithstanding the foregoingabove, Employee is (a) not releasing any claim that cannot be waived under applicable state or federal law and (b) not releasing any rights that Employee has to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between Employee and the Company, or any directors’ and officers’ liability insurance policy of the Company. Further, nothing in this general release (Release shall prevent Employee from filing, cooperating with, or participating in any proceeding before the “Release”) Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, and any other administrative or government agency in any jurisdiction applicable to Employee or Company, except that Employee acknowledges and agrees that Employee shall not operate recover any monetary benefits in connection with any such claim, charge or proceeding with regard to release any rights Claims released herein. During the time Employee is entitled to any Change in Control Payment, Severance Payment or claims of Severance Benefits, as defined and provided in the undersigned Agreement, Employee agrees (i) to payments or benefits under Section 4(a) assist, as reasonably requested by Company, in the transition of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. Employee’s responsibilities and the undersigned (the “Employment Agreement”), (ii) not to, directly or indirectly, solicit or attempt to payments solicit any employee, independent contractor or benefits under consultant of Company to terminate or cease his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any equity award agreement between other person or entity. Employee agrees to cooperate with the undersigned Company in responding to the reasonable requests of the Company in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its current or former affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Employee’s cooperation necessary or desirable. In such matters, Employee agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Employee also agrees to promptly send the Company copies of all correspondence (iiifor example, but not limited to, subpoenas) received by Employee in connection with any such proceedings, unless Employee is expressly prohibited by law from so doing. The failure by Employee to cooperate fully with the Company in accordance with this provision will be a material breach of the terms of this Agreement, which will excuse all commitments of the Company to provide severance or other benefits to Employee under any agreement. The Company agrees to reimburse Employee for all reasonable out-of-pocket expenses Employee incurs in connection with the performance of Employee’s obligations under this section; provided, however, that such expenses shall not include attorneys fees, foregone wages or payment for services provided under this section. Without superseding any other agreements, including the Agreement, and obligations Employee has with respect to Section 2(b)(iv) of the Employment Agreementthereto, (ivi) Employee agrees not to accrued divulge or vested benefits use, at any time, any information that might be of a confidential or proprietary nature relative to Company, and (ii) Employee agrees to keep confidential all information contained in this Release (except to the undersigned may haveextent (A) Company consents in writing to disclosure, (B) Employee is required by process of law to make such disclosure and Employee promptly notifies Company of receipt by Employee of such process, or (C) such information previously shall have become publicly available other than by breach hereof on the part of Employee). Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release. It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this 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 claims, demands, grievances and causes of action, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) well as those relating to any Claimsother claims, including demands, grievances and causes of action hereinabove specified, and elects to assume all risks for claims, demands, grievances and causes of action that now exist in Employee’s favor, known or unknown, that are released under this Release. Employee represents that Employee is not aware of any claims for indemnification and/or advancement of expenses arising under any indemnification agreement between other than the undersigned and the Company claims that are released by this instrument. Employee acknowledges Employee may hereafter discover facts different from, or under the bylawsin addition to, certificate of incorporation those Employee now knows or other similar governing document of the Company, (vi) believes to any Claims which cannot be waived by an employee under applicable law or (vii) true with respect to the undersigned’s right claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to communicate directly withall matters released herein, cooperate withnotwithstanding any such different or additional facts. Employee further acknowledges that Employee is familiar with the provisions of California Civil Code Section 1542, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSwhich states as follows:

Appears in 1 contract

Samples: Employment Agreement (Urs Corp /New/)

General Release. For In exchange for the consideration set forth in that certain Separation Agreement, dated as of September 6, 2007, between Integra LifeSciences Holdings Corporation (the “Company”) and the undersigned (the “Separation Agreement”), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., the Company and each of its partnersparents, subsidiaries, associates, affiliates, successors, partners, associates, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the New Jersey Law Against Discrimination, the New Jersey Equal Pay Act and [__].1 the New Jersey Conscientious Employee Protection Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or claims of Claims which the undersigned (i) may have to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) 1.3 of the Employment Separation Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Integra Lifesciences Holdings Corp)

General Release. For valuable considerationIn consideration of the promises of the Company set forth in the Letter Agreement, the receipt which includes compensation to which I would not otherwise be entitled, I, on behalf of myself, and adequacy of which are my heirs, executors, administrators, successors, assigns, dependents, descendants, and attorneys, hereby acknowledgedknowingly, the undersigned does hereby release voluntarily, and willingly fully and forever discharge the “Releasees” hereunderrelease, consisting of Aziyo Biologics, Inc.discharge, and covenant not to xxx the Company and its partnersdirect and indirect parents, subsidiaries, associates, affiliates, successorsand related companies, heirspast and present, assigns, agents, as well as each of its and their directors, officers, employees, agents of the foregoing, representatives, lawyersadvisers, trustees, insurers, assigns, successors, and all persons acting byagents, throughpast and present (collectively, under or in concert hereinafter referred to as the "Released Parties"), of, from, and with themrespect to, any claim, duty, obligation, or any of them, of and from any and all manner cause of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, relating to any matters of any nature whatsoeverkind, whether presently known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned now has or that any of them may hereafter have against the Releaseespossess arising from any omissions, acts, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to facts that have occurred up until and including the date hereof. The of this Release of Claims released herein include, without limiting the generality of the foregoing, including: o any Claims in any way and all claims relating to or arising out of, based upon, or related to the from my employment or officer relationship with the Company and the termination of employment of the undersigned by the Releasees, or either such relationship; o any of them; any alleged breach of any express or implied contract and all claims for wrongful discharge of employment; any alleged torts breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or other alleged legal restrictions on Releasees’ right to terminate the employment intentional infliction of the undersignedemotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and defamation; o any alleged violation and all claims arising under the Employee Retirement Income Security Act of any federal1974, state or local statute or ordinance including, without limitationthe Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In Employment Civil Rights and Women's Equity Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Occupational Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Americans With Disabilities Fair Labor Standards Act, and [__].1 Notwithstanding the foregoingNational Labor Relations Act, this general release (the “Release”) shall not operate as amended, any other federal or state anti-discrimination law, or any local or municipal ordinance relating to release any discrimination in employment or human rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:common law;

Appears in 1 contract

Samples: Letter Agreement (Integrated Alarm Services Group Inc)

General Release. For In consideration of the mutual agreements of EVCI Career Colleges Incorporated ("EVCI") and Amaranth Trading L.L.C. ("Amaranth") set forth in the Settlement Agreement dated October ___, 2003 (the "Settlement Agreement") and for other good and valuable consideration, the receipt and adequacy sufficiency of which are is hereby acknowledged, the undersigned does Amaranth and Amaranth Fund L.P., formerly known as Paloma Strategic Fund L.P. and their respective heirs, executors, administrators, successors and assigns (collectively, "RELEASORS"), do hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., EVCI and its partnerspredecessors and affiliates (as that term is defined in Rule 144 under the Securities Act of 1933, subsidiariesas amended) and its and such predecessors' and affiliates' respective officers, associatesdirectors, affiliates, successors, heirs, assignsemployees, agents, members and partners (EVCI and such predecessors and affiliates and their respective officers, directors, officers, employees, representativesagents, lawyersmembers and partners being collectively referred to as "RELEASEES") and each such Releasee's heirs, insurersexecutors, administrators, successors and assigns from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liensdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, liabilities, agreements, promises, liabilityvariances, trespasses, damages, judgments, extents, executions, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature and demands whatsoever, whether known or unknown, fixed in law, admiralty or contingent equity (hereinafter called “Claims”including, without limitation, with respect to the Purchase Agreement, as that term is defined in the Settlement Agreement), which the undersigned against Releasees and Releasees', heirs, executors, administrators, successors and assigns and Releasors ever had, now has have or hereafter can, shall or may hereafter have against the Releaseeshave, for, upon, or any of them, by reason of any matter, cause, cause or thing whatsoever from the beginning of time the world to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as day of the date hereof under of this General Release; PROVIDED, HOWEVER, that there are excluded from this General Release any applicable planclaims relating to or arising out of the Settlement Agreement or the following portions of the Amended and Restated Registration Rights Agreement dated September 27, policy2000, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned which EVCI and the Company or under purchasers of EVCI's Series B 7% Convertible Preferred Stock are parties: Sections 3 and 4, the bylaws, certificate of incorporation or other similar governing document portion of the Companyfirst sentence of Section 7(a) that ends after "hereto" and before the parenthesis and Sections 7(b), (vi) 7(c), 7(d), except for the reference to any Claims which canthe Purchase Agreement, and 7(g). This General Release may not be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:changed orally.

Appears in 1 contract

Samples: Settlement Agreement (Evci Career Colleges Inc)

General Release. For valuable consideration(a) In consideration of my relinquishing my rights --------------- to future employment and cancellation of my rights under the Employment Agreement dated April 25, 1997 between Employee and CTN (as defined below) (the receipt and adequacy of which are hereby acknowledged"Employment Agreement"), the undersigned does hereby release I, Xxxxx Xxxxx ("Employee"), release, dismiss, covenant not to xxx and forever discharge the “Releasees” hereunder, consisting of Aziyo BiologicsCTN Media Group, Inc., f/k/a College Television Network, Inc., a Delaware corporation ("CTN") and its partnersmajority shareholder, subsidiariesU-C Holdings, associatesL.L.C. ("Holdings"), affiliatesa Delaware limited liability company (collectively, all of the foregoing are referred to as the "Company") and all affiliated corporations, limited liability companies or partnerships and stockholders, members, managers, officers, directors, employees, agents, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, transferees and all persons acting by, through, under or in concert with them, or any of them, of and assigns from any and all manner of action or actions, cause or causes of action, in law or in equitysuits, suitsdamages, debts, liens, contracts, agreements, promises, liability, claims, demandscounterclaims, damages, losses, costs, attorneys’ fees or expenses, obligations and liabilities of any nature whatsoeverwhatever nature, known or unknown, fixed including, but not limited to those actions, causes of action, suits, damages, debts, claims, counterclaims, obligations and liabilities, resulting or contingent arising out of, directly or indirectly, the employment relationship between Employee and the Company (hereinafter called “Claims”including, but not limited to, claims for compensation, salary, bonuses, severance pay or other benefits), which the undersigned now has termination of the employment relationship, any promises made to or may hereafter have against agreements with Employee while he was employed at the ReleaseesCompany, Employee's ownership, directly or indirectly, of capital stock in the Company, Employee's ownership or right to receive equity in Holdings, or any of themthe failure to offer employment with the Company, including, without limitation, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoingspecification, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged claims for breach of contract, failure to hire, wrongful discharge of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; kind, and any alleged violation of claims arising under any federal, state state, or local statute laws or ordinance ordinances, including, without limitation, by reason of specification, the Federal Securities Act of 1933, as amended, the Federal Securities Exchange Act of 1934, as amended, the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Older Workers Benefits Protection Act, and [__].1 Notwithstanding any common law claims now or hereafter recognized. Employee does hereby agree and acknowledge that except for the foregoingpayments pursuant to Paragraph 3 below, this general release (the “Release”) shall not operate Employee is entitled to release any no compensation, benefits or other rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and privileges from the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Payment Agreement (CTN Media Group Inc)

General Release. For valuable considerationThe Employee agrees, the receipt for himself, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and adequacy of which are hereby acknowledgedother persons or entities acting or purporting to act on his behalf, the undersigned does hereby release to irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunderCompany, consisting of Aziyo Biologics, Inc., and its partnersaffiliates, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, shareholders, partners, agents, representatives, lawyerspredecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by the Company and all persons acting bysaid plans' fiduciaries, throughagents and trustees, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now Employee has, has had, or may hereafter in the future claim to have against the Releasees, or any of them, Company by reason of any matterof, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based uponrelated to, or related to resulting from Employee's employment with the employment Company or the termination of employment of the undersigned by the Releaseesthereof. This release specifically includes without limitation any claims arising in tort or contract, or any of them; claim based on wrongful discharge, any alleged claim based on breach of contract, any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any claim arising under federal, state or local statute law prohibiting race, sex, age, religion, national origin, handicap, disability or ordinance includingother forms of discrimination, any claim arising under federal, state or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim which the Employee has or has had under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, as amended, the Americans With with Disabilities Act, as amended, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act of 1974, as amended. It is understood and agreed that the waiver of benefits and claims contained in this general release (the “Release”) shall Section does not operate to release any rights or claims include a waiver of the undersigned (i) right to payments payment of any vested, nonforfeitable benefits to which the Employee or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) a beneficiary of the Employment Agreement, (iv) to Employee may be entitled under the terms and provisions of any employee benefit plan of the Company which have accrued or vested benefits the undersigned may have, if any, as of the date hereof Separation Date and does not include a waiver of the right to benefits and payment of consideration to which the Employee may be entitled under any applicable planthis Agreement. The Employee acknowledges that he is only entitled to the additional benefits and compensation set forth in this Agreement, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including and that all other claims for indemnification and/or advancement of expenses arising under any indemnification agreement between other benefits or compensation are hereby waived, except those expressly stated in the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:preceding sentence.

Appears in 1 contract

Samples: Separation Agreement (Agl Resources Inc)

General Release. For valuable considerationYou, on behalf of yourself and your heirs, executors, administrators and assigns, in consideration of the receipt payments and adequacy benefits to be made under the Letter Agreement (the “Letter Agreement”) dated as of which are August 13, 2014 between you and the St. Xxx Company (the “Company”), hereby acknowledgedrelease, the undersigned does hereby release remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the Releasees” hereunderCompany Affiliated Group”), consisting of Aziyo Biologicstheir present and former officers, Inc.directors, and its partners, subsidiaries, associates, affiliates, successors, heirs, assignsexecutives, agents, directorsattorneys, officers, employees, representatives, lawyers, insurersemployees and employee benefits plans (and the fiduciaries thereof), and all persons acting bythe successors, throughpredecessors and assigns of each of the foregoing (collectively, under or in concert with them, or any of themthe “Company Released Parties”), of and from any and all manner of action or claims, actions, cause or causes of action, in law or in equitycomplaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costsexpenses, attorneys’ fees and liabilities of whatever kind or expensesnature in law, of any nature whatsoeverequity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, fixed suspected or contingent unsuspected which you, individually or as a member of a class, now have, own or hold, or have at any time heretofore had, owned or held, against any of the Company Released Parties in any capacity, including, without limitation, any and all claims (hereinafter called i) arising out of or in any way connected with your service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (ClaimsERISA”), which any and all claims arising under the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation civil rights laws of any federal, state or local statute or ordinance jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Act (the Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits the Florida Law Against Discrimination and any and all claims under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) whistleblower laws or whistleblower provisions of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWSlaws excepting only:

Appears in 1 contract

Samples: Employment Agreement (St Joe Co)

General Release. For valuable considerationa. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, agents, representatives, attorneys, assigns, executors and/or anyone acting on Employee’s behalf, and in consideration of the promises, assurances, and covenants set forth in this Agreement, including, but not limited to, the receipt and adequacy provision of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” Retirement Benefits provided hereunder, consisting of Aziyo Biologics, Inc., hereby fully releases the Company and its partnerssuccessors or affiliates, its parents, subsidiaries, associatesofficers, affiliatesshareholders, partners, members, individual employees, agents, representatives, directors, employees, attorneys, successors, heirsand anyone acting on its behalf, assignsknown or unknown (collectively, agentsthe “Released Parties”), directors, officers, employees, representatives, lawyers, insurers, from all claims and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner causes of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, by reason of any nature whatsoeverinjuries and/or damages or losses, known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, patent or latent which the undersigned now Employee has sustained or which may hereafter have against the Releasees, or any of them, by reason be sustained as a result of any matter, cause, facts and circumstances arising out of or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way related to Employee’s employment by the Company or the termination of that employment, and to any other disputes, claims, disagreements, or controversies between Employee and the Company up to and including the date this Agreement is signed by Employee. Employee’s release includes, but is not limited to, any contract benefits, claims for quantum meruit, claims for wages, bonuses, employment benefits, moving expenses, stock options, profits units, or damages of any kind whatsoever, arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any contracts, express or implied contract implied, any covenant of employment; good faith and fair dealing, express or implied, any alleged theory of unlawful discharge, torts or other alleged and related damages (including, but not limited to, emotional distress, loss of consortium, and defamation) any legal restrictions restriction on Releasees’ the Company’s right to terminate the Employee’s employment of the undersigned; and any alleged violation of and/or services, or any federal, state or local other governmental statute or ordinance ordinance, including, without limitation, Title VII of the Civil Rights Act of 19641964 (as amended), the federal Age Discrimination In in Employment Act of 1967 (29 U.S.C. § 21, et seq.) (as amended) (“ADEA”), the federal Americans with Disabilities Act of 1990, any state laws concerning discrimination or harassment including the Fair Employment and Housing Act, the Americans With Disabilities Actor any other legal limitation on contractual or employment relationships, and [__].1 Notwithstanding any and all claims for any loss, cost, damage, or expense with respect to Employee’s liability for taxes, penalties, interest or additions to tax on or with respect to any amount received from the Company or otherwise includible in Employee’s gross income through the Separation Date, including, but not limited to, any liability for taxes, penalties, interest or additions to tax arising from the failure of any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Employee and the Company are or were parties, to comply with, or to be operated in compliance with the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, Section 409A thereof, or any provision of state or local income tax law; provided, however, that notwithstanding the foregoing, the release set forth in this general release (the “Release”) Section shall not operate to release extend to: (a) any vested or portability rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between pension, retirement, profit sharing or similar plan or employee welfare benefit plan under the undersigned and the CompanyEmployee Retirement Income Security Act of 1974, as amended; (iiib) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may haveEmployee’s rights, if any, as to indemnification or defense under the Company’s certificate of the date hereof incorporation, bylaws and/or policy or procedure, this Agreement or any indemnification agreement with Employee or under any applicable planinsurance contract, policy, practice, program, contract in connection with Employee’s acts or agreement omissions within the course and scope of Employee’s employment with the Company, ; (vc) to any Claims, including claims that are unwaivable as a matter of law; or (d) claims for indemnification and/or advancement breach of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:this Agreement.

Appears in 1 contract

Samples: Transition and Retirement Agreement (Civitas Resources, Inc.)

General Release. For valuable considerationEmployee, the receipt on behalf of himself and adequacy of which are hereby acknowledgedhis attorneys, the undersigned does hereby release and forever discharge the “Releasees” hereunderagents, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliatesrepresentatives, successors, assigns, heirs, assignsadministrators and executors (collectively, agents“Releasors”) hereby forever releases and discharges Xxxx and any of its affiliates, parent or subsidiary entities, owners, partners, officers, directors, officersagents, employees, representatives, lawyersemployee benefit plans, insurersplan administrators or plan sponsors, attorneys and all persons acting byexecutors (collectively, through“Released Parties”), under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagessuits, lossesliabilities, costs, attorneys’ fees charges or expenses, grievances of any nature whatsoever, whether known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time arising prior to the date hereof. The Claims released herein include, without limiting the generality execution of the foregoing, any Claims this Agreement by all parties hereto or relating in any way arising out ofto Employee’s employment, based uponseverance plans, programs or related policies (including but not limited to the 2008 Voluntary Separation Program), employment agreements or contracts with Xxxx or the termination of such employment or termination the negotiation and execution of employment of this Agreement, whether the undersigned by same be sounding in tort, contract or for the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute statute, code, common law or ordinance ordinance, including, without limitationbut not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the Family Medical Leave Act, or any parallel federal or state statute, ordinance or court decision and [__].1 claims for attorneys fees and costs. It is understood that this Release constitutes a general release. Notwithstanding the foregoingforegoing to the contrary, this general however, Employee does not release (Xxxx from any obligations of indemnification which flow to the “Release”) shall not operate to release any rights or claims Employee as a senior executive of Xxxx, whether under the undersigned (i) to payments or benefits under Section 4(a) Bylaws, Restated Certification of that certain Employment AgreementIncorporation, effective as of [Ÿ]other corporate constitutive documents, between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylawslaw, certificate of incorporation or other similar governing document of the Company, (vi) for matters as to any Claims which cannot be waived by Employee is entitled to indemnification from Xxxx while he was an employee under applicable law of Xxxx. Employee recognizes that Xxxx does not have any obligation to reinstate or (vii) with respect reemploy him, and he agrees not to the undersignedreapply for employment at Xxxx or at any Xxxx facility. This Release does not prevent Employee from suing Xxxx to enforce Dana’s right to communicate directly with, cooperate with, or provide information to, obligations hereunder nor does it prelude Employee from filing any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:claim for workers’compensation.

Appears in 1 contract

Samples: Separation Agreement and General Release (Dana Holding Corp)

General Release. For valuable considerationIn consideration for, among other terms, the receipt Severance Pay and adequacy of Benefits and Accelerated Vesting and the opportunity to continue his Service Relationship pursuant to Section 4, to which are hereby acknowledgedthe Executive acknowledges that he would otherwise not be entitled, the undersigned does hereby release Executive irrevocably and unconditionally releases and forever discharge discharges the Company, all of its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, employees, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and ”) generally from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesdebts, losses, costs, attorneys’ fees or expenses, damages and liabilities of any nature whatsoeverevery name and nature, known or unknown, fixed or contingent unknown (hereinafter called “Claims”)) that, which as of the undersigned date when the Executive signs this Agreement, he has, ever had, now has claims to have or may hereafter ever claimed to have had against any or all of the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeThis release includes, without limiting limitation, the generality complete waiver and release of the foregoing, any Claims in any way arising out of, based upon, or all Claims: related to the Executive’s employment by the Company or termination of employment employment; arising out of or relating to the Employment Agreement, the Prior Agreement or any other agreement between the Executive and any of the undersigned by the Releasees; of breach of express or implied contract; of wrongful termination of employment whether in contract or tort; of violation of public policy; of intentional, reckless, or any negligent infliction of thememotional distress; any alleged of breach of any express or implied contract covenant of employment, including the covenant of good faith and fair dealing; any alleged torts of interference with contractual or other alleged legal restrictions on Releasees’ right to terminate the employment advantageous relations, whether prospective or existing; of the undersigneddeceit or misrepresentation; and any alleged violation of any federaldiscrimination or retaliation under state, state federal or local statute or ordinance municipal law, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Massachusetts Fair Employment Agreement”), (ii) to payments or benefits Practices Act; of whistleblower retaliation; of fraud; under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulatorstatute, rule, ordinance or regulation; of promissory estoppel or detrimental reliance; for wages, bonuses, incentive compensation, stock, stock options, vacation pay, severance allowances or entitlements, and any other compensation or benefits, either under the Massachusetts Wage Act, or otherwise; of slander, libel, defamation, disparagement, intentional infliction of emotional distress, personal injury, negligence or other torts; for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990The Executive understands that this general release of Claims includes, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:without DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 119911237_2 limitation, any and all Claims against the Company in respect of any stock-based awards of any kind, and all Claims in his capacity as a Company stockholder arising up to and through the date that the Executive enters into this Agreement. The Executive understands that this general release does not extend to any rights or Claims that may arise out of acts or events that occur after the date on which the Executive signs this Agreement, to Claims that cannot be released as a matter of law or to any rights to any indemnification and defense that the Executive has with the Company. This release does not affect the Executive’s rights or obligations under this Agreement, nor shall it affect the Executive’s rights, if any, to unemployment compensation benefits or to workers’ compensation. The Executive agrees not to accept damages of any nature, other equitable or legal remedies for the Executive’s own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. The Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Agreement.

Appears in 1 contract

Samples: Separation Agreement (Cullinan Oncology, Inc.)

General Release. For valuable considerationAs a material inducement to the Company and the Parent to enter into this Agreement and in consideration of the payments and benefits to be made by the Company and the Parent to the Executive in accordance with Paragraphs 2 and 3 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy assigns, and with full understanding of which are hereby acknowledgedthe contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, releases and discharges the Company, the undersigned does hereby release Parent, and forever discharge their respective shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the “Releasees” hereunderCompany or the Parent (including any fiduciaries thereof), consisting and all related entities of Aziyo Biologics, Inc.any kind or nature, and its partners, subsidiaries, associates, affiliatesand their predecessors, successors, heirs, assignsexecutors, agents, directors, officers, employees, representatives, lawyers, insurersadministrators, and all persons acting byassigns (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equitygrievances, suits, debtscharges, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, complaints of any kind or nature whatsoever, that he ever had or now has (through the date that the Executive signs this Agreement), whether fixed or contingent, liquidated or unliquidated, known or unknown, fixed suspected or contingent unsuspected, and whether arising in tort, contract, statute, or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy; provided, however, and subject to Paragraph 10 below, the Agreement is not intended to and does not limit the Executive’s right to file a charge or participate in an investigative proceeding of the Equal Employment Opportunity Commission (hereinafter called ClaimsEEOC”), which the undersigned now has or may hereafter have against the ReleaseesSecurities Exchange Commission, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereofanother governmental agency. The Claims released herein include, without Without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to it being the employment or termination of employment intention of the undersigned by parties to make this release as broad and as general as the Releaseeslaw permits, or this release specifically includes, but is not limited to, and is intended to explicitly release: any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate claims under the employment of the undersignedEmployment Agreement; and any and all subject matter and claims arising from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of any federal1967, state or local statute or ordinance including, without limitation, as amended by the Older Workers Benefit Protection Act of 1990) (the “ADEA”); the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Immigration Reform Control Act; the Sxxxxxxx-Xxxxx Act of 2002 and the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act; the Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Kansas Act Against Discrimination, the Kansas Age Discrimination In in Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans With with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and [__].1 Notwithstanding fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving his employment with the foregoingCompany, this general his services to the Parent, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company, his services to the Parent, or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release (and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the “Release”) existence of any such statute in any jurisdiction including, but not limited to, the State of Kansas. The foregoing notwithstanding, the Company and the Parent hereby acknowledge and agree that the foregoing release shall not operate apply with respect to release any rights or claims of the undersigned (i) to payments enforce the terms of this Agreement and to receive payment of amounts or benefits hereunder, including, without limitation, the Separation Payment and COBRA Payment, (ii) the Executive’s right to benefits due to terminated employees under any employee benefit plan of the Company, the Parent or any of their affiliates in which the Executive participated (excluding any severance or similar plan or policy), in accordance with the terms thereof (including rights to elect continuation coverage pursuant to Part 6 of Title I of ERISA and Section 4(a) 4980B of that certain Employment Agreementthe Internal Revenue Code of 1986, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned amended (the Employment AgreementCOBRA”), (iiiii) the Executive’s right to payments or benefits indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and to continued coverage under the Company’s and any equity award agreement between Directors and Officers liability insurance policies covering directors and officers of the undersigned Parent and the Company, (iii) with respect as in effect from time to Section 2(b)(iv) of the Employment Agreement, time; and (iv) to accrued or vested benefits the undersigned release any claims that may havenot lawfully be waived, if any, as of including but not limited to any ADEA claims that may arise after the date hereof under any applicable plan, policy, practice, program, contract or agreement with that the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Executive signs this Agreement.

Appears in 1 contract

Samples: Separation Agreement and General Release (Spirit AeroSystems Holdings, Inc.)

General Release. For valuable considerationThe Executive, on behalf of himself and anyone claiming through him, hereby agrees not to sue the receipt and adequacy Company or any of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partnersdivisions, subsidiaries, associatesaffiliates or xxxer related entities (whether or not such entities are wholly owned) or any of the past, affiliates, successors, heirs, assigns, agents, present or future directors, officers, administrators, trustees, fiduciaries, employees, representatives, lawyers, insurers, and all persons acting by, through, under agents or in concert with them, attorneys of the Company or any of themsuch other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the "Released Parties"), and agrees to release and discharge, fully, finally and forever, the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever the Released Parties arising from the beginning of time up to and including the effective date hereof. The Claims released herein includeof this Agreement, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII all matters in any way related to the Executive's employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive's employment with the Company or any of its affiliates, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination In in Employment Act, the Older Workers' Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act of 1974, the Illinois Human Rights Act, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this general Section 9 shall apply to, or release (the “Release”) shall not operate to release Company from, any rights or claims obligation of the undersigned Company (i) to payments contained in this Agreement or in any benefit plan of the Company in which the Executive participates (excluding any plan providing severance benefits under Section 4(aupon termination of employment) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), or (ii) to payments or benefits under indemnify the Executive pursuant to any equity award agreement between the undersigned and the Companyprior, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or written indemnification agreement with the Executive, or the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, 's certificate of incorporation or other similar governing document by-laws. The consideration offered herein is accepted by the Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that he is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the Companyother Released Parties, (vi) to and that in the event of any Claims which cannot be waived by an employee under applicable law further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or (vii) with respect other obligation of any kind to the undersigned’s Executive, including any obligation for any costs, expenses or attorneys' fees incurred by or on behalf of the Executive. The Executive agrees that he has no present or future right to communicate directly with, cooperate with, employment with the Company or provide information to, any federal, state of the other Released Parties and that he will not apply for or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:otherwise seek employment with any of them.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Wallace Computer Services Inc)

General Release. For valuable considerationIn exchange for the consideration to be made by the Company to you as set forth in Paragraph 4 above, and the promises contained in this Agreement, to which you would not otherwise be entitled, you voluntarily and of your own free will, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the receipt “Employee Parties”), hereby generally and adequacy of which are hereby acknowledgedcompletely release, the undersigned does hereby release acquit and forever discharge the “Releasees” hereunderCompany, consisting of Aziyo Biologics, Inc.its parents and subsidiaries, and its and their present or former officers, directors, managers, partners, subsidiariesagents, associatesrepresentatives, affiliatesemployees, attorneys, shareholders, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, insurers and all persons acting by, through, under or in concert with them, or any of them, affiliates (the “Company Parties”) of and from any and all manner of action or claims, liabilities, demands, contentions, actions, cause or causes of action, in law or in equitysuits, suitscosts, expenses, attorneys’ fees, damages, indemnities, debts, liensjudgments, contractslevies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, liabilityacts or conduct at any time prior to and including the execution date of this Agreement, claimsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, demandsbonuses, damagescommissions, lossesstock, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releaseesstock options, or any of themother ownership interests in the Company, by reason of any mattervacation pay, causefringe benefits, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein includeexpense reimbursements, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releaseesseverance pay, or any other form of themcompensation; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right claims pursuant to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute law, statute, or ordinance includingcause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, without limitationbut are not limited to, any and all Claims that any of the Company Parties: • has allegedly violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has allegedly violated the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination In Employment Civil Rights Act of 1866, 29 U.S.C. § 1981, et seq.; the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq.; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Equal Pay Act, ; the Americans With Disabilities Act of 1990 as amended; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001, et seq. (“ERISA”) (except for any vested benefits under any tax qualified benefit plan); the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Xxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and [__].1 Reemployment Rights Act; the Fair Credit Reporting Act; the National Labor Relations Act; the Immigration Reform Control Act, as amended; the Occupational Safety and Health Act, as amended; the Massachusetts Law Against Discrimination, X.X. x. 151B; the Massachusetts Wage Payment Statute, X.X. x. 149, §§ 148, 148A, 148B, 148C, 149, 150, 150A-150C, 151, 152, 152A, et seq.; the Massachusetts Wage and Hour laws, X.X. x. 151§1A et seq.; the Massachusetts Privacy Statute, X.X. x. 214, § 1B; the Massachusetts Sexual Harassment Statute, X.X. x. 214 § 1C; the Massachusetts Civil Rights Act, X.X. x. 12, § 11H; the Massachusetts Equal Rights Act, X.X. x. 93, § 102; the Massachusetts Parental Leave Law, X.X. x. 149, § 105D; other federal or state law, regulation, ordinance, or any, public policy, tort or common law (including but not limited to Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel); or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. Notwithstanding the foregoing, other than events expressly contemplated by this general Agreement, you do not waive or release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of Claims that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of arise from events that occur after the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to this waiver is executed. Also excluded from this Agreement are any Claims which cannot be waived by an employee law, including, without limitation, any rights you may have under applicable law workers’ compensation and unemployment laws. Moreover, nothing in this general release or (vii) elsewhere in this Agreement prohibits or prevents you from filing a charge with respect to the undersigned’s right to communicate directly withor participating, cooperate withtestifying, or provide information toassisting in any investigation, any hearing, or other proceeding before the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board or a similar agency enforcing federal, state or local government regulatoranti-discrimination laws. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990However, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:to the maximum extent permitted by law, you agree that if such an administrative claim is made to such an anti-discrimination agency, you shall not be entitled to recover any individual monetary relief or other individual remedies. In addition, nothing in this Agreement, including but not limited to the release of claims nor the confidentiality and non-disparagement clauses, prohibits you from: (1) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, or any agency Inspector General;

Appears in 1 contract

Samples: Attachment 2 (Flexion Therapeutics Inc)

General Release. For valuable considerationThe Employee, the receipt on her own behalf and adequacy on behalf of which are hereby acknowledgedher spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through her (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equity holders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee’s employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination and the Washington Leave Law, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release : (the “Release”a) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, ; (ivb) to accrued the Employee’s employment or vested benefits the undersigned may have, if any, as other relationship with any of the date hereof Released Parties or the termination thereof; and (c) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any applicable plan, policy, practice, program, contract or agreement the Employment Agreement with the CompanyCompany dated [ ], (v) to any Claimsa signed copy of which is attached hereto as Exhibit A, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned but not limited to Sections 5 and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:6 thereof.

Appears in 1 contract

Samples: Employment Agreement (Funko, Inc.)

General Release. For valuable considerationIn consideration for the Company's payment of the --------------- six-month salary continuance (detailed in the 09/10/1999 letter) and the severance pay (set forth in paragraph 3), the receipt and adequacy of which are is hereby acknowledged, the undersigned does Employee, on behalf of himself and his heirs, executors, administrators, successors, agents, and assigns, hereby release fully and without limitation releases and forever discharge discharges the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and its partnersrespective shareholders, parents, owners, subsidiaries, associatesdivisions, affiliatesofficers, successors, heirs, assignsdirectors, agents, directorsemployees, officersconsultants, employeesinsurers, representatives, lawyers, insurersaffiliates, predecessors, successors and assigns, employee welfare benefit plans and pension or deferred compensation plans under Section 401 of the Internal Revenue Code of 1986, as amended, and their trustees, administrators and other fiduciaries, and all persons acting by, through, under or in concert with them, or any of themthem ("Releasees"), of both individually and collectively, from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityrights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, attorneys’ fees or expensesexpenses and compensation, of any whatever nature whatsoever, known or unknown, fixed or contingent (hereinafter called “"Claims"), which the undersigned now has or Employee may hereafter have against the Releaseeshave, or any of themnow claim to have against, or in the future claim from the Company by reason of any matter, cause, or thing whatsoever whatsoever, from the beginning of time to the date hereof. The Claims released herein include, including, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related relating to Employee's recruitment, hire, employment, benefits, remuneration (including salary; bonus; incentive or other compensation; vacation, sick leave or medical insurance benefits; and/or benefits from any employee stock ownership, stock option, profit-sharing and/or any deferred compensation plan under Section 401 of the employment Internal Revenue Code of 1986, as amended), relocation, or termination of employment of the undersigned by the ReleaseesCompany, or any contract, agreement, or compensation arrangement between Employee and the Company. As part of them; this Agreement, Employee expressly waives any alleged breach Claims arising out of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Age Discrimination In in Employment Act, as amended; the California Fair Employment and Housing Act, as amended; the California Labor Code (including but not limited to Section 970); the Fair Labor Standards Act, as amended; the federal and state wage and hour laws; the Americans With Disabilities Act, and [__].1 Notwithstanding as amended; the foregoing, this general release (the “Release”) shall not operate to release any rights or claims Employee Retirement Income Security Act of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any1974, as amended; the Family and Medical Leave Act; the California Family Rights Act; the Worker Adjustment and Retraining Notification Act; the California common law of the date hereof under any applicable planfraud, policymisrepresentation, practicenegligence, programdefamation, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement infliction of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate withemotional distress, or provide information to, wrongful termination; and/or any federalother local, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990federal law, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:rule, or regulation governing employment, discrimination in employment or the payment of wages and benefits.

Appears in 1 contract

Samples: Severance Agreement (Ortel Corp/De/)

General Release. For valuable considerationExecutive, for Executive and for Executive’s heirs, executors, administrators, successors and assigns (referred to collectively as “Releasors”) hereby irrevocably and unconditionally, and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Company, and its partners, subsidiaries, associatesaffiliates and related entities, affiliatesand any and all of their respective predecessors, successors, heirsassigns and employee benefit plans, together with each of their respective owners, assigns, agents, directors, general and limited partners, shareholders, directors, officers, employees, attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of themtheir predecessors and successors and each of their estates, of heirs and assigns (collectively, the “Company Releasees”) from any and all manner of action or actionscharges, cause or allegations, complaints, claims, liabilities, obligations, promises, agreements, causes of action, in law or in equityrights, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagescosts, losses, costs, attorneys’ fees or expenses, debts and expenses of any nature whatsoever, including those arising from or related to the Executive’s Change in Control and Severance Agreement, dated May 23, 2018, known or unknown, fixed suspected or contingent unsuspected (hereinafter called collectively, “Claims”)) which Executive or the Releasors ever had, which the undersigned now has have, may have, or hereafter can, will or may hereafter have against the Releasees(either directly, indirectly, derivatively or in any of them, other representative capacity) by reason of any matter, cause, fact or thing cause whatsoever against the Company or any of the other Company Releasees: (a) from the beginning of time to the date hereof. The Claims released herein includeupon which Executive signs this Agreement, without limiting the generality of the foregoing, any Claims in any way (b) arising out of, based uponor relating to, Executive’s employment with the Company and/or the termination of Executive’s employment; or (c) arising out of or related to the employment any agreement or termination of employment of the undersigned by the arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; consequential damages and any alleged violation of all claims arising under any federal, state or and/or local statute or ordinance labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, the Age Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Americans With Disabilities Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and [__].1 Notwithstanding Consumer Protection Act, the foregoingWorker Adjustment Retraining and Notification Act and the Family Medical Leave Act, this general release the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the “Release”) shall not operate Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to release any rights or claims of the undersigned (i) to payments aforementioned acts or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent 1 The specifics of the undersigned and the Company, (iii) actual payments will be added consistent with respect to Section 2(b)(iv) of the Employment Agreement. 2947062.v11 inducement, (iv) promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to accrued employment, wages, compensation, hours worked, or vested benefits any other matters related in any way to the undersigned may haveforegoing; provided, if anyhowever, as of the date hereof under that nothing in this Release shall release or impair any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which rights that cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:law.

Appears in 1 contract

Samples: Employment Agreement

General Release. For valuable consideration(a) Notwithstanding anything contained herein to the contrary, effective as of the receipt Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by Seller, each of Seller and adequacy the Stockholders, on behalf of which are hereby acknowledgeditself and each of its past, the undersigned does hereby release present and forever discharge the “Releasees” hereunderfuture Affiliates, consisting of Aziyo Biologicsfirms, Inc.corporations, and its limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, subsidiariestrustees, associatesprincipals, affiliatesconsultants, successorscontractors, family members, heirs, executors, administrators, predecessors, successors and assigns (each, a “Releasing Party” and, collectively, the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges each of Parent and Buyer, its former, present and future Affiliates, parent and subsidiary companies, joint ventures, predecessors, successors and assigns, agentsand their respective former, directorspresent and future Representatives, officersinvestors, employeesstockholders, representativesmembers, lawyerspartners, insurersinsurers and indemnitees (collectively, the “Released Parties”) and all persons acting by, through, under or in concert with them, or any of them, the Business and the Transferred Assets of and from any and all manner of action or actionsinaction, cause or causes of action, in law or in equityProceedings, suitsLiens, debts, liens, contracts, agreementsContracts, promises, liabilityLiabilities, claimsDamages (whether for compensatory, demandsspecial, damagesincidental or punitive Damages, equitable relief or otherwise), losses, costsfees, attorneys’ fees costs or expenses, of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, whether fixed or contingent (hereinafter called “Claims”)contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which the undersigned now has or may hereafter have against the Releaseessuch Releasing Parties, or any of them, by reason of any matter, cause, ever have had or thing whatsoever from ever in the beginning of time to future may have against the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the ReleaseesReleased Parties, or any of them; any alleged breach , the Business or the Transferred Assets for, upon or by reason of any express act, event, omission, matter or implied contract of employment; cause arising from or related to the Business, in each case arising at any alleged torts time at or other alleged legal restrictions on Releasees’ right prior to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release Closing (the “ReleaseReleased Claims) ); provided, however, that the foregoing release shall not operate to release release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of Seller under this Agreement or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment any Ancillary Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Asset Purchase Agreement (XY - The Findables Co)

General Release. For valuable considerationIn consideration of the payments and benefits provided to Xxxxxxxxx under this Agreement, the receipt Xxxxxxxxx on behalf of himself and adequacy each of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc., and its partners, subsidiaries, associates, affiliates, successors, his heirs, assignsexecutors, administrators, representatives, agents, directorssuccessors and assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally waives, releases and forever discharges the Company and each of its subsidiaries and affiliates and each of its or their respective current and former officers, employees, directors, partners, members, shareholders, representatives, lawyers, insurers, subsidiaries, affiliates, attorneys, predecessors, successors and all persons acting byagents (collectively, through, under or in concert with them, or any of them, of and the “Released Parties”) from any and all manner of action or claims, demands, actions, cause or causes of action, in law or in equityrights, suitsjudgments, debtsobligations, liens, contracts, agreements, promises, liability, claimsdamages, demands, damagesaccountings or liabilities of whatever kind or character, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed suspected or contingent unsuspected (hereinafter called collectively, “Claims”), which that the undersigned now has Releasors have or may hereafter have against the ReleaseesReleased Parties that arise out of or are connected to: (i) Xxxxxxxxx’x service relationship with the Company up to and including the Execution Date, (ii) the Employment Agreement up to and including the Execution Date, or (iii) any of themevent, by reason of any mattercondition, causecircumstance, conduct, occurrence, omission, transaction or thing whatsoever from the beginning of time obligation that occurred, existed or arose on or prior to the date hereof. The Claims released herein includeExecution Date, including, with respect to both clauses (i) and (ii) of this Section 16(a), without limiting the generality of the foregoing, limitation: (1) any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any under all federal, state and local statutes that employees or local statute service providers could bring employment or ordinance service-related claims under, including, without limitation, Title VII of the Civil Rights Act of 1964any antidiscrimination statute, the Age Discrimination In Employment Actwage and hour statute, the Americans With Disabilities Actleave statute, equal pay statute, whistleblower statute and any other federal, state, local or foreign law, rule or regulation, in each case that may legally be waived and released, and [__].1 (2) any tort or contract Claims, including, without limitation, wrongful discharge, breach of contract, defamation, slander, libel, emotional distress, tortious conduct, invasion of privacy, wrongful or retaliatory discharge, violation of public policy, implied covenant of good faith and fair dealing, negligence, fraud, personal injury or sickness or any other harm. Notwithstanding anything to the foregoingcontrary, this general release Xxxxxxxxx does not release, discharge or waive: (the “Release”A) shall not operate to release any rights that Xxxxxxxxx may have under this Agreement, (B) Xxxxxxxxx’x right to file a complaint with any governmental agency, provided that Xxxxxxxxx understands and agrees that he is expressly waiving any right to obtain monetary damages as provided in Section 16(b)(ii)(x) below, (C) Claims that cannot be waived by law, (D) Claims for vested benefits under the Company’s employee benefit plans, including equity compensation plans and grants thereunder to the extent vested or claims to be vested, (E) Claims to indemnification, contribution, exculpation, directors and officers insurance, or other insurance (e.g., executives and officers), and (F) claims, charges, complaints, causes of action or demand that post-date the undersigned Execution Date or that are based on factual allegations that do not arise from or relate to clauses (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to of this Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:16(a).

Appears in 1 contract

Samples: Separation and Consulting Agreement (CONTRAFECT Corp)

General Release. For valuable considerationIn exchange for the consideration set forth in the Separation letter dated April 29, 2016 (the receipt “Separation Agreement”), I, Xxxxxxx X. Xxxxxxx, agree, for myself, my spouse, heirs, executor or administrator, assigns, insurers, attorneys, and adequacy of which are hereby acknowledgedother persons or entities acting or purporting to act on my behalf (the “Executive’s Parties”), the undersigned does hereby release to irrevocably and unconditionally release, acquit, and forever discharge Arbutus Biopharma, Inc. (the “Releasees” hereunderCompany”), consisting Arbutus Biopharma Corporation (the “Parent”) and each of Aziyo Biologics, Inc., and its partnerstheir affiliates, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, shareholders, partners, agents, representatives, lawyerspredecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by the Company or the Parent, and all persons acting bysaid plans’ fiduciaries, throughagents and trustees (the “Company’s Parties”), under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies, and executions of any kind, whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has Executive’s Parties have, have had, or may hereafter in the future claim to have against the Releasees, or any of them, Company’s Parties by reason of any matterof, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based uponrelated to, or related to resulting from my employment with the employment Company or termination the Separation of employment of the undersigned by the Releaseesthat employment. This release specifically includes without limitation any claims arising in tort or contract, or any of them; claim based on wrongful discharge, any alleged claim based on breach of contract, any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any claim arising under federal, state or local statute law prohibiting race, sex, age, religion, national origin, handicap, disability, or ordinance includingother forms of discrimination, any claim arising under federal, state, or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim that I have or have had under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, as amended, the Americans With with Disabilities Act, as amended, and [__].1 Notwithstanding the foregoingEmployee Retirement Income Security Act of 1974, as amended. It is understood and agreed that the waiver of benefits and claims contained in this general release (the “Release”) shall section does not operate to release any rights or claims include a waiver of the undersigned right to payment of any vested, nonforfeitable benefits to which me or my beneficiary may be entitled under the terms and provisions of any employee benefit plan of the Company or the Parent which have accrued as of the Separation Date (i) as defined in the Separation Agreement), and does not include a waiver of the right to payments or benefits and payment of consideration to which I may be entitled under Section 4(a) of the Separation Agreement. I acknowledge that certain Employment I am entitled to only the severance benefits and compensation set forth in the Separation Agreement, effective and that all other claims for any other benefits or other compensation are hereby waived, except those expressly stated in the preceding sentence. I hereby acknowledge my understanding that under this General Release I am releasing any known or unknown claims I may have. I specifically agree and acknowledge that: (a) my waiver of rights under this General Release is knowing and voluntary as of [Ÿ], between Aziyo Biologics, Inc. and required under the undersigned Age Discrimination in Employment Act (the Employment AgreementADEA”), 29 U.S.C. § 621 et seq. and the Older Workers Benefit Protection Act; (iib) I understand the terms of this General Release; (c) the Company has advised me to payments consult with an attorney prior to executing this General Release; (d) the Company has given me a period of up to twenty-one (21) days within which to consider this General Release; and (e) following my execution of this General Release, I have seven (7) days in which to revoke this General Release, only insofar as it extends to potential claims under the ADEA. If I choose not to so revoke, then this General Release shall then become effective and enforceable and the payment contemplated under the terms of the Separation Agreement shall then be made to me in accordance with the terms of the Separation Agreement. Should I elect to revoke this General Release insofar as it extends to potential claims under the ADEA, any such revocation must be in writing and delivered by hand or by certified mail (return receipt requested) within the seven day revocation period to Xxxx Xxxxxx, 000-0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0. I expressly waive and relinquish all rights and benefits under that section and any equity award agreement between the undersigned and the Company, (iii) law of any jurisdiction of similar effect with respect to Section 2(b)(iv) my release of the Employment Agreementclaims. /s/Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Date: April 29, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:2016

Appears in 1 contract

Samples: Employment Agreement (Arbutus Biopharma Corp)

General Release. For valuable considerationThe Employee, the receipt on his own behalf and adequacy on behalf of which are hereby acknowledgedhis spouse, the undersigned does hereby release child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and forever discharge anyone else claiming through him (the “Releasees” hereunderReleasors”), consisting of Aziyo Biologicshereby releases and discharges forever Funko, Inc., and its partners, subsidiaries, associates, affiliates, successorsand each of their respective past, heirspresent or future parent, assignsaffiliated, agentsrelated, and subsidiary entities and each of their respective past, present or future directors, officers, employees, representativestrustees, lawyersagents, attorneys, administrators, plans, plan administrators, insurers, equity holders, members, representatives, predecessors, successors and assigns, and all persons Persons acting by, through, under or in concert with themthem (hereinafter collectively referred to as the “Released Parties”), or any of themfrom and against all liabilities, of and from any and all manner of action or actionsclaims, cause or demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent and other legal responsibilities (hereinafter called collectively referred to as “Claims”), which of any form whatsoever (whether or not relating to Employee's employment with the undersigned now has Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware's social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination, the Washington Leave Law, the California Family Rights Act, the California Labor Code, the California Workers’ Compensation Act, California Business & Professions Code Section 17200, and the California Fair Employment and Housing Act, the Minnesota Human Rights Act, the Minnesota Equal Pay for Equal Work Law, the Minnesota age discrimination statute, the Minnesota whistleblower protection statute, the Minnesota family leave statute, Minnesota Statute Chapter 181 (to the extent permitted under applicable law), and/or the Minnesota personnel record access statute, as each may hereafter have against the Releaseesbeen amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of themthe Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter, cause, matter or thing arising from any cause whatsoever from the beginning of time prior to the date hereof. The Claims released herein includeof execution of this Release to the maximum extent permitted by law, and without limiting the generality of the foregoing, any Claims in any way from all claims, demands and causes of action based upon, relating to, or arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them: (a) this Agreement; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”b) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective dated as of [Ÿ]February 27, between Aziyo Biologics2023, Inc. by and among the Company and the undersigned Employee (the “Employment Agreement”), or Employee’s employment or other relationship with any of the Released Parties or the termination thereof; and (iic) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to payments any contracts of employment, whether express or benefits implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) including but not limited to accrued or vested benefits Sections 5 and 6 thereof. The Employee acknowledges that the undersigned Employee has been advised of and is familiar with the provisions of California Civil Code § 1542, which states, in part: “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, WHICH IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Employee expressly waives and releases any and all rights that the Employee may have, if any, have under California Civil Code § 1542 as of the date hereof well as under any applicable planother statutes or common law principles of similar effect, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:fullest extent the Employee may do so lawfully.

Appears in 1 contract

Samples: Letter Agreement (Funko, Inc.)

General Release. For valuable considerationIn consideration for any benefits or equity awards the Employee receives under this Agreement, the receipt Employee, on behalf of himself, his heirs, spouse, dependents, estate, executors, administrators, successors and adequacy of which are hereby acknowledgedassigns, the undersigned does hereby release unconditionally, irrevocably and absolutely releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of Aziyo Biologicsits parent, Inc.subsidiaries and affiliates, and each of its partnersrespective past, subsidiariespresent and future shareholders, associatesofficers, affiliatesdirectors, successors, heirs, assignsemployees, agents, directors, officers, employees, representatives, lawyers, insurers, attorneys and parent, affiliated or related entities, and their respective successors and assigns (Released Parties), from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, disputes, charges, actions, rights, damages, costs, losses, costsliabilities, attorneys’ fees or expenses, suits of any nature whatsoevertype (whether in law or equity), compensation and other legal responsibilities, known or unknown, fixed of any kind, which Employee may own or contingent hold against any of the Released Parties at any time. The release of claims under this Section is intended to be as broad as the law allows. The rights and claims released by this Agreement include, but are not limited to, all claims of whatever kind or nature that may exist relating to, arising out of or in connection with Employee’s employment or the termination of such employment (hereinafter called “Claims”including, but not limited to any of Employer’s actions which lead to his termination), which the undersigned now has whether such claims are presently known or may are hereafter have against the Releasees, discovered or any whether they are foreseen or unforeseen as of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance includingThis release applies, without limitation, to all such claims arising under any federal, state, common law or local law, including but not limited to any and all claims for employment discrimination, harassment or retaliation under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination In in Employment Act, the Americans With Disabilities Fair Labor Standards Act, the Family and [__].1 Notwithstanding Medical Leave Act, the foregoingEmployee Retirement Income Security Act, this general release (the “Release”) shall not operate Workers Adjustment and Retraining Notification Act; the Older Worker’s Benefit Protection Act, the Equal Pay Act, the Xxxxxxxx-Xxxxx Act, the Americans with Disabilities Act of 1990, the California Fair Employment & Housing Act, the California Family Leave Act, the California Labor Code or any other state, federal or local statute or regulation applicable to release Employer, including any rights claim for intentional or claims negligent infliction of emotional distress, physical injury, violation of any public policy, breach of any implied or express contract, breach of the undersigned (i) to payments implied covenant of good faith or benefits under Section 4(a) fair dealing, privacy violations, defamation, any claim for stock options, any claim for wrongful termination, fraud, intentional or negligent misrepresentation, and all other legal and equitable causes of action whatsoever and all remedies for such claims. Employee certifies that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable planof this Release, policyhe has reported all accidents, practice, program, contract injuries or agreement illnesses relating to or arising from his employment with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Travelzoo)

General Release. For IN CONSIDERATION OF good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged, and in consideration of the undersigned does hereby release terms and forever discharge conditions contained in the Employment Agreement, effective as of July 31, 2015 (the “Releasees” hereunderAgreement”), consisting by and between Txxx X. Xxxx (the “Executive”) and Lakeland Industries, Inc. (the “Company”), the Executive on behalf of Aziyo Biologicshimself and his heirs, Inc.executors, and its partnersadministrators, subsidiariesassigns, associates, affiliatesattorneys, successors, heirsand assigns, assignsknowingly and voluntarily, hereby waives, remits, releases and forever discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and their respective current and former officers, directors, stockholders, employees, agents, directorsattorneys, officerslenders, employees, representatives, lawyers, insurersand/or owners, and all persons acting bytheir respective successors, through, under and assigns and any other person or in concert entity claimed to be jointly or severally liable with them, the Company or any of themthe aforementioned persons or entities, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (the “Released Parties”) of and from any and all manner of action or actions, cause or actions and causes of action, in law or in equity, suits, debts, liensdues, accounts, bonds, covenants, contracts, agreements, promisesjudgments, liabilitycharges, claims, demandscomplaints, damages, lossesdemands, costs, attorneys’ fees or expenses, and obligations of any other nature whatsoever, past or present, known or unknown, fixed or contingent unknown (hereinafter called ClaimsLosses), ) which the undersigned now has Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have have, against the Releasees, Released Parties or any of them, them arising out of or by reason of any cause, matter, cause, or thing whatsoever from the beginning of time the world to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related relating to the Executive’s employment or termination of employment of the undersigned by the ReleaseesCompany and the cessation thereof, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of and all matters arising under any federal, state state, or local statute statute, rule, or ordinance regulation, or principle of contract law or common law relating to the Executive’s employment by the Company and the cessation thereof, including, without limitationbut not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination In in Employment ActAct of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Americans With with Disabilities ActAct of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the New York State and New York City Human Rights Laws, the New York Labor Laws, and [__].1 any other equivalent or similar federal, state, or local statute, and any claim for or obligation to pay for attorneys’ fees, costs, fees, or other expenses; provided, however, that the Executive does not release or discharge the Released Parties from (i) any rights to any payments, benefits or reimbursements due to the Executive under the Agreement; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company. It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied. Included in this general release are any and all claims for future damages allegedly arising from the alleged continuation of the effect of any past action, omission or event. Notwithstanding the foregoing, this general release (Executive shall retain the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may haveright, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) claim unemployment insurance with respect to the undersigned’s termination of his employment. The Executive represents and warrants that he fully understands the terms of this General Release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this General Release, he will not have the right to communicate directly withassert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise. The Executive further represents and warrants that he has not filed, cooperate withand will not initiate, or provide information tocause to be initiated on his behalf any complaint, charge, claim, or proceeding against any of the Released Parties before any federal, state state, or local agency, court, or other body relating to any claims barred or released in this General Release thereof, and will not voluntarily participate in such a proceeding. However, nothing in this General Release shall preclude or prevent the Executive from filing a claim, which challenges the validity of this General Release solely with respect to the Executive’s waiver of any Losses arising under the ADEA. The Executive shall not accept any relief obtained on his behalf by any government regulatoragency, private party, class, or otherwise with respect to any claims covered by this General Release. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT The Executive may take twenty-one (21) days to consider whether to execute this General Release. Upon the Executive’s execution of this general release, the Executive will have seven (7) days after such execution in which he may revoke such execution. In the event of revocation, the Executive must present written notice of such revocation to the office of the Company. If seven (7) days pass without receipt of such notice of revocation, this General Release shall become binding and effective on the eighth (8th) day after the execution hereof (the “Effective Date”). INTENDING TO BE LEGALLY BOUND, I hereby set my hand below: ____________________________________________ Txxx X. Xxxx Dated: ____________________________________________ STATE OF 1990NEW YORK ) ) s/s: COUNTY OF _______ ) On the ___ day of _________, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:2015, before me personally came Txxx X. Xxxx, to me known, and known to me to be the individual described in, and who executed the foregoing General Release, and duly acknowledged to me that he executed the same. ____________________________ Notary Public

Appears in 1 contract

Samples: Lakeland Industries Inc

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo BiologicsCarLotz, Inc., a Delaware corporation (the “Company”), and its partnersthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, employees, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and [__].1 Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this general release General Release of Claims (the “Release”) shall not operate to release any rights or claims of Claims which the undersigned may have to (ia) to payments or benefits under Section 4(a) 4 of that certain Employment Agreementthe undersigned’s employment agreement with the Company, effective dated as of [Ÿ]Month, between Aziyo Biologics, Inc. and the undersigned Date] 2022 (the “Employment Agreement”), (iib) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof hereof, under any applicable Company employee benefit plan, policy, practice, program, contract or agreement with the Company, (vc) rights to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation or of other similar governing document of the CompanyCompany or its subsidiaries, (vid) to payments or benefits under any Claims which canagreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be waived released by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly withundersigned as a matter of law. US-LEGAL-11051179/5 174293-0005 THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, cooperate withWHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, or provide information toWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, any federalBEING AWARE OF SAID CODE SECTION, state or local government regulatorHEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Loyalty Agreement (CarLotz, Inc.)

General Release. For valuable considerationIn consideration for the termination benefits outlined in this Agreement, the receipt and adequacy of to which are hereby acknowledgedEmployee is not otherwise entitled, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Aziyo Biologics, Inc.Employee, and its anyone claiming through Employee or on Employee’s behalf, hereby generally and completely releases and waives each and every past, present, and future parent, division, subsidiary, partnership, owner, trustee, fiduciary, administrator, member, shareholder, investor, associate, affiliate, predecessor, successor and related company, and all of their current or former agents, officers, directors, partners, subsidiariesrepresentatives, associatesattorneys, affiliatescontractors, insurance companies, administrators, successors, heirs, assigns, agents, directors, officers, current and former employees, representatives, lawyersplan administrators, insurers, and all any other persons acting by, through, under under, or in concert with them, or any of themthe persons or entities listed in this subsection, the predecessors, successors, and assigns of each entity listed above, and each of them (“Released Parties”), from any and all manner of action or actionsclaims, cause or rights, debts, liabilities, demands, causes of action, in law or in equityobligations, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, and damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which arising as of or prior to the undersigned now has date of Employee’s signature to this Agreement, under any federal, state, local, common, or may hereafter have against other law, regulation, ordinance, constitutional provision, executive order, or other source of law, including but not limited to: claims in any way related to Employee’s employment with the ReleaseesReleased Parties, Employee’s separation from employment, the terms and conditions of Employee’s employment, or any claims for breach of themcontract (express, by reason of implied or otherwise), including, but not limited to, any matterpayments or benefits under any Cambium severance plan, causestock option plan, or thing whatsoever from equity plan; the beginning of time Illinois Human Rights Act; the Illinois Equal Pay Act; the Illinois Right to Privacy in the date hereof. The Claims released herein include, without limiting Workplace Act; the generality of Illinois Biometric Privacy Act; the foregoing, any Claims in any way arising out of, based upon, or related to Illinois Workplace Transparency Act; the employment or termination of employment of Illinois Minimum Wage Law; the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersignedChicago and Cook County Human Rights Ordinances; and any alleged violation all claims under the Civil Rights Act of any federal, state or local statute or ordinance including, without limitation1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination In Employment Act, the Americans With Disabilities Older Workers Benefit Protection Act, the California Labor Code, the California Business and [__].1 Notwithstanding Professions Code, all California Wage Orders, the foregoingCalifornia Fair Employment and Housing Act, this general release (the “Release”) shall not operate to release California Family Rights Act, the California Civil Code, the California Government Code, the Pennsylvania Human Relations Act, the Pennsylvania Whistleblower Law, and/or the laws prohibiting discrimination, harassment, and/or retaliation in any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreementstate in which you are employed, effective as of [Ÿ]and any and all federal, between Aziyo Biologicsstate, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if anylocal employment laws, as of the date hereof well as any and all common law tort or contract theories under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:laws (“Released Claims”).

Appears in 1 contract

Samples: Separation and General Release Agreement (Cambium Networks Corp)

General Release. For valuable consideration(a) Except as otherwise stated in this Agreement, and in consideration for all of the receipt promises and adequacy of which covenants herein, including but not limited to the continued employment and right to receive the Severance Payment, Employee acknowledges and agrees that Employee has actual bona fide disputes with the Company that are hereby acknowledgedreleased by this Agreement, the undersigned does hereby release including without limitation disputes as to wage and hour claims, and knowingly and voluntarily releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of Aziyo Biologicsits parent, Inc.subsidiary, related, affiliated, predecessor, and its successor companies/entities, and each of their respective past, present and future principals, owners, stockholders, partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentsmembers, directors, officers, joint venturers, joint employers, alter-egos, affiliates, fiduciaries, trustees, employees, representativesservants, lawyerscontractors, agents, attorneys, insurers, assigns, and representatives (the “Released Parties”) from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debtsclaims, lienscontroversies, contracts, agreements, promises, liability, claimsdisputes, demands, damagesliabilities, grievances, charges, injuries, losses, damages, monies, injunctive relief, arbitrations, judgments, awards, orders, executions, attorney’s fees, debts, interest, expenses and costs, attorneys’ fees or expensesand other legal responsibilities, of any form or nature whatsoever, and/or any causes of action of whatever kind or character, whether known or unknown, fixed suspected or contingent unsuspected, unforeseen, unanticipated, unsuspected, or latent, which Employee (hereinafter called or Employee’s predecessors, successors, assigns, representatives, or authorized agents) ever had, now has, or which Employee’s heirs, assigns, executors or administrators hereafter can, shall or may have, arising out of or relating in any way to any acts, circumstances, facts, transactions, omissions, or other subject matters, based on facts occurring prior to the time Employee executes this Agreement (Released Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and [__].1 Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(a) of that certain Employment Agreement, effective as of [Ÿ], between Aziyo Biologics, Inc. and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:.

Appears in 1 contract

Samples: Amended and Restated Severance Agreement (RadNet, Inc.)

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