Common use of General Release Clause in Contracts

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 10 contracts

Samples: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)

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General Release. For good In consideration of the benefits provided to Borrower under the terms and valuable considerationprovisions hereof, the receipt and adequacy of which is Borrower hereby acknowledged, Iagrees as follows ("General Release"): (a) Borrower, for myself itself and my successors, on behalf of its successors and assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Bank, its stockholdersall of Bank's predecessors in interest, and all of Bank's past and present officers, directors, employees, agents and attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated, of every kind each as though fully set forth herein at length (each, a "Released Claim" and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has), that Borrower now has had or may have against any one or more acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver by Bank) of all conditions hereto; or (ii) the date that Borrower has executed and delivered this Amendment to Bank (hereafter, the "Release Date"), including without limitation, those Released Parties Claims in any way arising out of, based upon connected with or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsany and all prior credit accommodations, if any, provided by Bank, or any of Bank's predecessors in interest, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned Borrower, and the Companyany agreements, dated [Date] (the “CIC Agreement”) notes or documents of any kind related thereto or the rights of the undersigned transactions contemplated thereby or hereby, or any other agreement or document referred to enforce such obligations; herein or therein. (b) any Borrower hereby acknowledges, represents and all obligations warrants to Bank as follows: (i) Borrower understands the meaning and effect of Section 1542 of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.California Civil Code which provides:

Appears in 6 contracts

Samples: Credit Agreement (S&W Seed Co), Ex Im Working Capital Guarantee Credit Agreement (S&W Seed Co), Ex Im Working Capital Guarantee Credit Agreement (S&W Seed Co)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claimsclaims (including claims for attorney’s fees), demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities or (ii) the Employment Agreement; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (ax) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Employment Agreement, (y) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (z) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 6 contracts

Samples: Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.)

General Release. For good and a valuable consideration, the receipt and adequacy of which is are hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the undersigned does hereby release and forever discharge Comtech Telecommunications Corp. the “Releasees” hereunder, consisting of Corphousing Group Inc. (the "Company"), and its stockholderssubsidiaries, parents, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, directorsExecutives, employeesshareholders, agents and attorneysrepresentatives, lawyers, insurers, and their respective successorsall persons acting by, assignsthrough, heirs under or in concert with them, or any of them, of and representatives (each, a "Released Party"), 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, liability, claims, demands, causes damages, losses, costs, attorneys’ fees or expenses, of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or not pendingcontingent (hereinafter called “Claims”), liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, undersigned now has had or may hereafter have against the Releasees, or any one of them, by reason of any matter, cause, or more thing whatsoever from the beginning of time to the Released Parties date hereof. The Claims released herein include, without limiting any Claims in any way arising out of, based upon upon, or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights from employment of the undersigned by the Releasees, or any of them, including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, separation pay or other benefits; any claim for monetary or equitable relief, including but not limited to enforce such obligationsattorneys’ fees, costs, disbursements, back pay, front pay, reinstatement, or expert’s fees; 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 (whether intentional, negligent, or otherwise); any alleged legal restrictions on Releasee’s right to terminate the employment of the undersigned; any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; 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 Civil Rights Act of 1991, the Civil Rights Act of 1866, Section 1981 of U.S. Code Title 42, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act (including the Genetic Information Nondiscrimination Act), and the National Labor Relations Act, the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act of 1990), the Americans With Disabilities Act, the California Fair Employment and Housing Act (as amended), Calif. Gov’t Code, §12900 et seq., the California Family Rights Act, California law regarding Relocations, Terminations and Mass Layoffs and the California Labor Code, all as amended; Sections 1981 through 1988 of Title 42 of the United States Code, California Business and Professions Code § 17200 or any other provisions of the California unfair trade or business practices laws, the California Occupational Safety and Health Act, Divisions 4, 4.5, and 4.7 of the California Labor Code beginning at § 3200, any provision of the California Constitution, any provision of the California Labor Code that may lawfully be released, the Florida Civil Rights Act of 1992 (f/k/a Human Rights Act of 1977), Section 760.01 et. seq., Florida Statutes (FCRA), any claims/actions under the retaliation section of Florida’s Worker’s Compensation statute (Chapter 440, Florida Statutes), the Florida Public Sector Whistleblower Act (Fla. Stat. § 112.3187 et. seq.), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-.105), including any claim for wrongful and retaliatory termination in violation of Section 448.103, Florida Statutes, Section 448.08, Florida Statutes, Florida’s Wage Rate Provisions, Section 448.07, Florida Statutes, the Florida Minimum Wage Law, the Florida Equal Pay Act, Section 725.07, Florida Statutes, or the Florida Constitution, each as amended, and all other state and local statutes, ordinances, executive orders and regulations governing employment or prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability or other unlawful factor. Notwithstanding the generality of the foregoing, the Claims released shall not include (i) any claim or right to vested Executive welfare or retirement benefits, (ii) the undersigned’s rights under the Stock Option Agreement (as amended from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (biii) any claim or right that may not be released by private agreement, including without limitation, any claim for unemployment insurance benefits, any workers’ compensation claim and all obligations of the Released Parties to defendany claim for indemnification under California Labor Code Sections 2800 or 2802, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedand/or its parents, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiessubsidiaries or affiliate’s bylaws, and/or pursuant to articles or insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (civ) any and all rights the undersigned may have to vested be indemnified by the Company or accrued benefits any of its affiliates by operation of law or entitlements under pursuant to the organizational agreements of the Company and/or its affiliates; or (v) the undersigned’s right to any amount owing to the undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by and in accordance with any applicable planbetween the undersigned and Corphousing Group Inc. THE UNDERSIGNED ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF THE LAWS REGARDING RELEASES IN CALIFORNIA AND THE STATE OF THE UNDERSIGNED’S RESIDENCE. THE UNDERSIGNED, agreementBEING AWARE OF SAID LAWS, programHEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, awardAS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, policy or arrangement of a Released Party.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 5 contracts

Samples: Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.), Employment Agreement (Corphousing Group Inc.)

General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Employment Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectlyalleged whistleblower status, related to the Company's business, my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims under the ADEA I may have against the Company that arise after the date I execute this General Release or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to ’s qualified benefit plans or arrangements as of or after my last day of employment with the Change in Control Agreement between the undersigned and Company or on any of the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all ’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyEmployment Agreement.

Appears in 5 contracts

Samples: Employment Agreement (Devon Energy Corp/De), Management Agreement (Vaughan Foods, Inc.), Employment Agreement (Devon Energy Corp/De)

General Release. For good Executive, on behalf of Executive and valuable considerationExecutive’s heirs, the receipt executors, administrators, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs hereby voluntarily, unconditionally, irrevocably and representatives (each, a "Releasing Party"), hereby release absolutely releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Company and its past, its stockholderspresent and future parents, affiliates, subsidiaries, portfolio companies and investments, and each of their predecessors, successors and assigns, and each of their respective officers, employees, directors, employeesagents, agents and attorneys, insurers, benefit plans, benefit plan administrators, and all of their respective successorspredecessors, assigns, heirs successors and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demands, actions and causes of action, rights, obligations, demands, debts, promises, damages, liabilities, suits, controversies, actions, crossclaims, counterclaims, compensatory damages, liquidated damages, punitive or exemplary damages and any other damages, claims for costs and attorneys’ fees, losses or liabilities or obligationsof any nature whatsoever in law and in equity and any other liabilities, in each case, known or unknown, pending suspected or not pending, liquidated or not liquidated, unsuspected of every kind and any nature whatsoever (collectively, “Claims”) (i) arising on or prior to the "date upon which Executive signs this Agreement and (ii) arising from or in any way related to Executive’s employment or termination of employment with any of the Released Claims") which the Releasing Party Parties, in each case, that Executive ever had, now has, has had or may hereafter have against any one Released Party (the “Released Claims”), including, but not limited to, (x) any Claims under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) and (y) any other federal, state, local or more other law, regulation, ordinance, constitutional provisions, executive order or other source of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentlaw; provided, however, that this General Release shall have no effect whatsoever upon: the Released Claims will not include (aA) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties Company under this Agreement or the obligation of the Company to defendpay the Severance Benefits, indemnify, hold harmless (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or reimburse the undersigned any of its affiliate’s governing documents or as otherwise agreed with Executive under the Indemnification Employment Agreement between the Company or any other agreement providing for indemnification rights, (C) any Claim under directors’ and the undersignedofficers’ insurance or other fiduciary or liability coverage, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant including with respect to insurance policies, if any, for acts any claims made or omissions threatened against Executive in the undersignedExecutive’s capacity as a director, manager, officer and/or or employee thereof; of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to vested benefits under any Company employee benefit plan or equity incentive plan, (E) any Claim Executive may have as a current or former shareholder of the Company or any of its affiliates, and (cF) any Claims that cannot be waived by private agreement under applicable law. Executive further agrees that any payments to be provided by the Company pursuant to this Agreement will be in full satisfaction of any and all rights Released Claims. The provision of such payments will not be deemed an admission of liability or wrongdoing by any of the undersigned may have Released Parties. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to vested a governmental agency or accrued benefits regulatory entity if properly subpoenaed or entitlements otherwise required to do so under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partylaw.

Appears in 5 contracts

Samples: Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.)

General Release. For good On and valuable considerationas of the Effective Date of this Agreement and in consideration of the agreements set forth herein, the receipt Parent and adequacy of each Loan Party which is hereby acknowledgeda party hereto, I, for myself on behalf of itself and my successors, its successors and assigns, heirs and representatives does hereby: (eacha) release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Administrative Agent and each Lender, its stockholdersall of Administrative Agent’s and each Lender’s predecessors-in-interest, and all of Administrative Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, a “Claim”), each as though fully set forth herein at length, that any Borrower, any Loan Party or any of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, their respective successors or assigns now has had or may have against any one or more as of the Released Parties Effective Date of this Agreement in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's businesstransactions contemplated by the Loan Documents (including this Agreement) or any of them or any provision or failure to provide credit or other accommodations to any Borrower or any other Person under the Loan Documents (including this Agreement) or any of them or any other agreement, my employment with document or instrument referred to, or otherwise related to, any or all of the Company Loan Documents (including this Agreement) or any of them (each, a “Released Claim”); and (b) specifically acknowledge and agree that: (i) none of the termination provisions of such employmentthe release contained in Section 6(a) above (the “General Release”) shall be construed as or constitute an admission of any liability on the part of Administrative Agent or Lenders (or any of them); provided, however, that this (ii) the provisions of the General Release shall have no effect whatsoever upon: (a) the Company's obligationsconstitute an absolute bar to any Released Claim of any kind, if anywhether any such Released Claim is based on contract, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companytort, dated [Date] (the “CIC Agreement”) warranty, mistake or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendother theory, indemnifywhether legal, hold harmless statutory or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofequitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of the General Release shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

Appears in 4 contracts

Samples: Loan and Security Agreement (Danimer Scientific, Inc.), Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)

General Release. For good On and valuable considerationas of the Effective Date of this Agreement and in consideration of the agreements set forth herein, the receipt and adequacy of each Loan Party which is hereby acknowledgeda party hereto, I, for myself on behalf of itself and my successors, its successors and assigns, heirs and representatives does hereby: (eacha) release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Administrative Agent and each Lender, its stockholdersall of Administrative Agent’s and each Lender’s predecessors-in-interest, and all of Administrative Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, a “Claim”), each as though fully set forth herein at length, that any Borrower, any Loan Party or any of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, their respective successors or assigns now has had or may have against any one or more as of the Released Parties Effective Date of this Agreement in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's businesstransactions contemplated by the Loan Documents (including this Agreement) or any of them or any provision or failure to provide credit or other accommodations to any Borrower or any other Person under the Loan Documents (including this Agreement) or any of them or any other agreement, my employment with document or instrument referred to, or otherwise related to, any or all of the Company Loan Documents (including this Agreement) or any of them (each, a “Released Claim”); and (b) specifically acknowledge and agree that: (i) none of the termination provisions of such employmentthe release contained in Section 6(a) above (the “General Release”) shall be construed as or constitute an admission of any liability on the part of Administrative Agent or Lenders (or any of them); provided, however, that this (ii) the provisions of the General Release shall have no effect whatsoever upon: (a) the Company's obligationsconstitute an absolute bar to any Released Claim of any kind, if anywhether any such Released Claim is based on contract, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companytort, dated [Date] (the “CIC Agreement”) warranty, mistake or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendother theory, indemnifywhether legal, hold harmless statutory or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereofequitable; and (ciii) any and all rights the undersigned may have attempt to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of assert a Released PartyClaim barred by the provisions of the General Release shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

Appears in 4 contracts

Samples: Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself himself and my for his heirs, executors, administrators, successors, and assigns, heirs does hereby irrevocably and representatives (eachunconditionally waive, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "discharge, Company"), its stockholderspast and present parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and its and their respective current and former employees, officers, directorsdirectors and agents (collectively, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectively, from any and all past or present claims, demands, causes of action, lawsuits, grievances, obligations, damages, expenses, attorneys’ fees, and liabilities of whatever kind or obligationsnature, known or unknownunknown (all hereinafter referred to as “Claims”), pending or not pendingwhich he ever had, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party now has, has had or may hereafter claim to have had, against any one or more of the Released Parties or any of them based on any events, facts or circumstances arising out ofat any time on or before the date of this Agreement, based upon or in any wayincluding 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, directly or indirectlyofficers, related 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 such individual is or was an employee, officer, director or agent of Company's business, my employment with or is or was serving at the request of Company as a director, employee or agent of another company, partnership, joint venture, trust or other enterprise (this proviso, the termination of such employment; provided, however, “Claim Limitation Caveat”). Executive agrees that this General Release shall have no effect whatsoever upon: general release of Claims includes, but is not limited to, (a) the Company's obligationsclaims of race, if anyage, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companygender, dated [Date] (the “CIC Agreement”) sexual orientation, religious or the rights national origin discrimination or any other legally protected status under Title VII of the undersigned to enforce such obligationsCivil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); and under any other federal, state or local laws, 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. Execution of this Agreement by Executive operates as a complete bar and defense against any and all obligations of Claims that may be made by Executive against the Released Parties or any of them, subject to defend, indemnify, hold harmless or reimburse the undersigned 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 Indemnification Agreement between the Company and the undersignedADEA, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement that regard Executive specifically acknowledges that Executive has read and understands the provisions of a Released PartySection 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 good a. In consideration of the payments and valuable considerationbenefits 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 and adequacy of which is hereby acknowledged, IExecutive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Letter Agreement, or (iii) 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 General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Letter Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Letter Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Letter Agreement or in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits as required by the Letter Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse Employer Group arising out of the undersigned Executive’s employment relationship under the Indemnification Letter Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of the Employer Group under the respective charters and by-laws of Letter Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 4 contracts

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

General Release. For good Effective upon and valuable considerationsubject to the occurrence of the Closing, the receipt Releasing Party, each on behalf of itself and adequacy of which is hereby acknowledged, I, for myself and my its successors, assigns, heirs and representatives (eachaffiliates, a "Releasing Party")representatives, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")administrators, its stockholdersexecutors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and attorneysirrevocably release, waive and their forever discharge: (i) each of the Releasee and (ii) each of the Releasee’s respective past and present successors, assigns, heirs affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, attorneys, financial advisors, authorized persons, accountants and representatives agents (each, a "Released Party"the Persons set out in clauses (i)-(ii), individually and collectively, collectively the “Released Parties”) from any and all claims, allegations, obligations, suits, judgments, damages, costs, attorneys’ fees, demands, debts, rights, causes of action, choses in action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or obligationsrelated in any way to: (A) the Existing Second Lien Notes, (B) the Agreement, or (C) the Restructuring Transactions; in each case whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, pending foreseen or not pendingunforeseen, liquidated in law, equity, or not liquidatedotherwise, of every kind and nature whatsoever 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 (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentMatters”); provided, however, that this General Release the foregoing shall have no effect whatsoever upon: not be deemed to release, affect, limit, waive or modify in any manner (a1) any Claim based in whole or part on any act, omission, transaction, event, or other occurrence taking place on or after the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Closing Date] ; (the “CIC Agreement”2) or the rights of the undersigned such Releasing Party to enforce such obligationsthe Agreement and the Restructuring Documents delivered or executed in connection therewith against the Persons who executed the Agreement or any of the Restructuring Documents, as applicable; (b3) any and all obligations Claims that cannot be waived or released by operation of the Released Parties to defend, indemnify, hold harmless Applicable Law; or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c4) any and all rights the undersigned may have to vested act or accrued benefits or entitlements under and in accordance with omission arising out of any applicable plan, agreement, program, award, policy or arrangement of a Released Party’s fraud, gross negligence, or willful misconduct.

Appears in 3 contracts

Samples: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)

General Release. For good and valuable considerationEach Obligor (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Agent, its stockholderseach Lender, and each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with Agent or any Lender and the handling of the same by any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Agent therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Agent or any Lender’s obligations under the Loan Documents or any other contracts or agreements between Agent, Lenders and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and all obligations release is an essential and material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.

Appears in 3 contracts

Samples: Loan, Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Infinera Corp)

General Release. For good Employee may elect to increase the benefits provided under Section 8.2(b) and valuable consideration, Section 8.4(b) by delivering to the receipt and adequacy Company a general release of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives all claims including substantially the following terms (each, a "Releasing Party"“Release”), hereby . (a) Employee would release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, officers, directors, employees, agents and attorneys, stockholders and each of their respective successors, assigns, heirs representatives and representatives (each, a "Released Party"), individually assigns from all claims and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, demands of every kind and nature whatsoever (collectivelynature, the "Released Claims") which the Releasing Party hasknown and unknown, has had or may have against suspected and unsuspected, disclosed and undisclosed, and for any one or more and all damages actual and consequential, past, present and future, and all other forms of the Released Parties relief arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my of Employee’s employment with the Company, this Agreement and any other relationship between Employee and the Company or up to and as of the termination date of such employmenttermination; provided, however, that this General (i) nothing in the Release shall have no effect whatsoever upon: would release the Company from its obligations to indemnify, defend and hold harmless Employee as an agent of the Company pursuant to the Company’s Certificate of Incorporation and Bylaws, any indemnification agreement, any insurance policy pertaining to liability of officers and directors and applicable law; and (ii) nothing in the Release would relieve the Company from its obligations under stock option or stock purchase agreements between Employee and the Company; and (b) Employee’s obligations pursuant to clause (a) above would be subject to the Company's obligations’s release of Employee, if anyhis agents, heirs, executors, representatives and permitted assigns from all claims and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, and for any and all damages actual and consequential, past, present and future, and all other forms of relief arising out of Employee’s employment with the Company, this Agreement and any other relationship between Employee and the Company up to pay CIC Payments and as of the date of termination; provided, however, that nothing would release Employee from his obligations pursuant to the Change Proprietary Rights Agreement. If Employee signs and delivers the Release, but the Company does not sign and deliver the signed release including substantially the terms set forth in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; clause (b) any above within fifteen (15) days following such delivery by Employee, the Release will be null and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company void and the undersigned, and/or under applicable law and/or under the respective charters period set forth in Section 8.2(b) and by-laws of the Released Parties, and/or pursuant to insurance policies, Section 8.4(b) will be extended as if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Release had been signed and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partydelivered by Employee.

Appears in 3 contracts

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

General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Severance Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or indirectly, related alleged whistleblower status (to the Company's businessfullest extent those claims may be released under applicable law), my employment with the Company or the termination of such employment; providedon any other basis whatsoever. It is specifically agreed, however, that this General Release shall does not have no any effect whatsoever upon: (a) on any rights or claims I may have against the Company that arise after the date I execute this General Release, or on any vested rights I may have under any of the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and ’s qualified benefit plans or arrangements as of or after my last day of employment with the Company, dated [Date] (the “CIC Agreement”) or the rights on any of the undersigned to enforce such obligations; (b) any and all Company’s obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartySeverance Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Devon Energy Corp/De), Employment Agreement (Devon Energy Corp/De), Employment Agreement (Devon Energy Corp/De)

General Release. For good (a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of the 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 valuable considerationeach of his, the receipt her or its past, present and adequacy of which is hereby acknowledgedfuture Affiliates, Ifirms, for myself corporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, stockholders, members, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party"” and, collectively, the “Releasing Parties”), hereby release absolutely, unconditionally and irrevocably releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges the "Company"), its stockholdersformer, officerspresent and future Affiliates, directorsparent and subsidiary companies, employeesjoint ventures, agents predecessors, successors and attorneysassigns (including Purchaser and its Affiliates), and their respective successorsformer, assignspresent and future Representatives, heirs investors, stockholders, members, partners, insurers and representatives indemnitees (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all claimsmanner of action or inaction, demands, cause or causes of action, liabilities Proceedings, Liens, Contracts, promises, Liabilities or obligationsDamages (whether for compensatory, special, incidental or punitive Damages, equitable relief or 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, pending whether fixed or not pendingcontingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which such Releasing Parties, or any of every kind and nature whatsoever (collectivelythem, the "Released Claims") which the Releasing Party has, has ever have had or ever in the future may have against any one or more of the Released Parties arising out ofParties, or any of them, and which are based upon on acts, events or in any way, directly or indirectly, related omissions occurring up to and including the Company's business, my employment with Closing (the Company or the termination of such employment“Released Claims”); provided, however, that this General Release the foregoing release shall have no effect whatsoever uponnot release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (ai) the Company's obligationsSellers under this Agreement or any written agreement entered into by such Seller and any of Purchaser, the Company or their Affiliates in connection with this Agreement; or (ii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Operating Agreement (or any directors’ and officers’ liability insurance policy maintained by the Company in respect of the same) if anyany Releasing Party is made a party to a Proceeding as a result of such Releasing Party’s status as an officer, director, manager, member or employee of the Company with respect to pay CIC Payments pursuant any act, omission, event or transaction occurring on or prior to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Closing. (b) any and all obligations Without limiting the generality of Section 7.4(a), with respect to the Released Parties to defendClaims, indemnifyeach Seller, hold harmless on behalf of himself, herself or reimburse itself and each Releasing Party, hereby expressly waives all rights under any Law or common law principle in any applicable jurisdiction prohibiting or restricting the undersigned under waiver of unknown claims. Notwithstanding any such Law or common law principle in any applicable jurisdiction, and for the Indemnification Agreement between the Company purpose of implementing a full and the undersigned, and/or under applicable law and/or under the respective charters complete release and by-laws discharge of the Released Parties, and/or pursuant each Seller, on behalf of himself, herself or itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to insurance policiesinclude in its effect all claims which such Seller or any Releasing Party does not know or suspect to exist in his, if anyher or its favor against any of the Released Parties (including unknown and contingent claims), for acts or omissions in and that the undersigned’s capacity as a director, officer and/or employee thereof; and foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). (c) Each Seller, on behalf of himself, herself or itself and each Releasing Party, acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but each Seller, on behalf of himself, herself or itself and each Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all rights Released Claims without regard to the undersigned may have to vested subsequent discovery of existence of such different or accrued benefits additional facts. (d) Each Seller, on behalf of himself, herself or entitlements under itself and in accordance with each Releasing Party, represents, warrants, covenants and agrees that such Releasing Party has not and will not assign or transfer any applicable plan, agreement, program, award, policy Released Claim or arrangement of a possible Released Claim against any Released Party. Each Seller, on behalf of himself, herself or itself and each Releasing Party, agrees to indemnify and hold the Released Parties harmless from any Liabilities, Damages, costs, expenses and attorneys’ fees arising as a result of any such assignment or transfer. (e) Each Seller, on behalf of himself, herself or itself and each Releasing Party, covenants and agrees not to, and agrees to direct his, her or its respective Affiliates not to, whether in his, her or its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Proceeding of any kind whatsoever, in law or equity, in each case against the Released Parties, or any of them, with respect to any Released Claims. Each Seller acknowledges that the foregoing release was separately bargained for and is a key element of this Agreement.

Appears in 3 contracts

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

General Release. For good In consideration of the payments and valuable considerationbenefits 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 is hereby acknowledgedthe Executive’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Corporation, the Employer and the parents, subsidiaries and affiliates of each of them (collectively, the "Company"“Corporation Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Corporation Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, known suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Corporation Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCorporation Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: 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”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“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 Employment Act (“ADEA”), excepting only: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Executive under this Waiver and Release of Claims and under the Agreement; (b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or certificate of incorporation of any Corporation Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (e) claims (i) for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Corporation Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Corporation Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Corporation Affiliated Group.

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 good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of which is hereby acknowledgedthis Amendment by the Administrative Agent and the Lenders, Iand the accommodations to the Borrower and the other Credit Parties set forth herein, for myself each of the Borrower and my successorsthe other Credit Parties, assignson behalf of itself and its successors and assigns (collectively, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the Collateral Agent, and/or the Lenders, in each case, in any capacity and their respective affiliates, 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 consultants, agents, attorneys and attorneysother 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. The execution by the Borrower and the Credit Parties hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyprior to the date hereof. In entering into this Amendment, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: the Credit Agreement (aas amended hereby) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 2 contracts

Samples: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)

General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of 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 and 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 of this Agreement, that relate to, arise out of or otherwise are in connection with this Agreement or the transactions contemplated hereby, in each case, to the extent that the applicable acts or omissions of the applicable Releasee(s) occurred on or prior to the date of this Agreement (collectively, the “Released Matters”); provided that this Section 4.07(a) shall not release any Releasee from (i) its duties, obligations and agreements specifically set forth in this Agreement and (ii) any Released Matters arising from the bad faith, gross negligence, willful misconduct or actual fraud of any Releasee. (b) Each of the Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or the other Loan Parties pursuant to Section 4.07(a) hereof; provided that this Section 4.07(b) shall not restrict, inhibit or otherwise prevent any Releasor from seeking declaratory judgment (or other declaratory relief), asserting any defenses or counterclaims resulting from, or related to, claims brought against the such Releasor by any Releasee (including any claims brought by any Releasee with respect to any alleged Event of Default resulting from, or related to, the Borrower’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022). If the Borrower, the Loan Parties or any of their respective successors, assigns, heirs and assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which Borrower and the Releasing Party hasother Loan Parties, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all reasonable attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 2 contracts

Samples: Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement (Sientra, Inc.), Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement (Sientra, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ieach of the Borrowers and the other Loan Parties, for myself on behalf of themselves and my successorstheir agents, assignsrepresentatives, heirs officers, directors, advisors, employees, Subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Administrative Agent, any Lender, any Issuing Bank and any other Secured Party (the "Company"“Lender Parties”) in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), its stockholders, and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successors, assigns, heirs and other representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), in each case, based in whole or in part on facts, whether or not now known, which occurred before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby, or any actions or omissions in connection therewith, in each case prior to the date hereof, and (ii) any aspect of the dealings or relationships between or among Borrowers and the other Loan Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, prior to the date hereof. In entering into this Amendment, the Borrowers and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. For the avoidance of doubt, nothing in this Section 13 shall be construed to release any claim, action or cause of action which the Releasing Party has, has had or any Releasor may have against any one or more of the Released Parties arising out of, based upon of this Amendment or in the transactions contemplated hereby or with respect to any way, directly actions or indirectly, related to events occurring on or after the Company's business, my employment with the Company or date hereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Credit Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Loan Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 2 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 3 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 5 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under 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 by the Civil Rights Act of 1991 (42 U.S.C. § 1981); 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 Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans 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 fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by law, and/or under applicable law and/or under the respective charters to indemnification as an officer and by-laws director of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in Company and the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any applicable planindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, agreement, program, award, policy or arrangement of a Released Partyand to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time.

Appears in 2 contracts

Samples: Retirement Agreement (Spirit AeroSystems Holdings, Inc.), Retirement Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For good (a) As of the date of this Agreement, each Credit Party that is a party hereto and valuable considerationthe U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasors”), to the fullest extent permitted by law, hereby release releases, and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Administrative Agent, each Lender and each of its stockholdersor their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, agents and attorneysthe successors and assigns of the foregoing (collectively, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectively, from any and all claims, demandsactions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or obligationscharacter whatsoever, known or unknown, pending contingent or not pendingmatured, suspected or unsuspected, anticipated or unanticipated, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectivelyclaimed or unclaimed, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon in contract or in any waytort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, related to the Company's businessLoans, my employment with the Company Loan Documents, the Obligations, the Collateral or the termination of such employment; providedthis Agreement, howeverin each case, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationswhich existed, if any, to pay CIC Payments pursuant arose or occurred at any time prior to the Change in Control Agreement between date of this Agreement, including, without limitation, the undersigned and the Companynegotiation, dated [Date] (the “CIC Agreement”) execution, performance or the rights enforcement of the undersigned to enforce such obligations; (b) Loan Documents and this Agreement, any and all obligations claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws any of the Released Parties, and/or pursuant arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to insurance policiesthe date of this Agreement, if anyall of which are released by the provisions hereof in favor of the Released Parties. (b) Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Agreement, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for acts or omissions in connection with the undersigned’s capacity Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as a director, officer and/or employee thereof; and provided in this Agreement. (c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Agreement, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all rights dealings in connection therewith. (d) In making the undersigned may have to vested or accrued benefits or entitlements under and releases set forth in accordance with this Agreement, each Releasor acknowledges that it has not relied upon any applicable plan, agreement, program, award, policy or arrangement representation of a any kind made by any Released Party. (e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Agreement shall not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

Appears in 2 contracts

Samples: Fourth Lender Forbearance Agreement and Amendment No. 6 to Credit Agreement (GTT Communications, Inc.), Third Lender Forbearance Agreement and Amendment No. 5 to Credit Agreement (GTT Communications, Inc.)

General Release. For good You agree that the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full of all outstanding obligations owed to you by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and their respective successorssuccessor corporations, and assigns (collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives, agents, attorneys, assigns, heirs insurers and representatives (eachassurers, a "Released Party"), individually and collectively, anyone claiming by or through him) hereby and forever release the Releasees from any and all claims, demandsmanner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages or liabilities or obligationswhatsoever, including, without limitation, attorneys’ fees, known or unknown, pending accrued or not pendingwhich may ever accrue, liquidated whether based in contract or not liquidatedtort, statutory or common law, of every kind and nature whatsoever (collectivelywhatsoever, arising from the "Released Claims") which the Releasing Party has, has had or may have against any one or more beginning of the Released Parties arising out of, based upon or in any way, directly or indirectly, related time to the Company's businessexecution date of this Release, my and hereafter, whether or not relating to or arising from your employment and termination of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with any service that you may have rendered or may have been requested to render to or on behalf of the termination of such employment; providedCompany at any time, howeverother than the rights and obligations under this Release, that and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below, and as provided for in subsection (c) below, this General Release shall have no effect whatsoever uponbe construed as broadly as possible and shall include without limitation: (ai) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf of the Company's obligations; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions, monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, to pay CIC Payments pursuant to arising under the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights following: ● Title VII of the undersigned Civil Rights Act of 1964, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Fair Labor Standards Act of 1938, as amended; ● The Family and Medical Leave Act of 1993; ● The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights); ● The Occupational Safety and Health Act of 1970 (OSHA), as amended; ● Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination); ● Texas Labor Code § 61.001, et seq. (Texas Pay Day Act); ● Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6; ● any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance; ● any public policy, contract, tort, or common law (including, without limitation, those relating to enforce such obligationsfraud, whistleblower, retaliation, negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); (b) or ● intentional conduct of any and all obligations of the Released Parties to defendnature, indemnifyconstructive discharge, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedemotional distress, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partypersonal injury.

Appears in 2 contracts

Samples: Employment Agreement (QSAM Biosciences, Inc.), Employment Agreement (QSAM Biosciences, Inc.)

General Release. For good Effective upon and valuable considerationsubject to the occurrence of the Closing, the receipt Company, ASOF and adequacy Phoenix (the “Releasing Parties”), each on behalf of which is hereby acknowledged, I, for myself itself and my its successors, assigns, heirs and representatives (eachaffiliates, a "Releasing Party")representatives, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")administrators, its stockholdersexecutors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, authorized persons and agents do hereby unconditionally and attorneysirrevocably release, waive and their forever discharge: (i) each of the other Releasing Parties and (ii) each of the other Releasing Parties’ respective past and present successors, assigns, heirs affiliates, representatives, administrators, executors, trustees, beneficiaries, officers, directors, stockholders, partners, members, managers, employees, attorneys, financial advisors, authorized persons, accountants and representatives agents (each, a "Released Party"the Persons set out in clauses (i)-(ii), individually and collectively, collectively the “Released Parties”) from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, choses in action, proceedings, agreements and liabilities whatsoever (“Claims”) in connection with, arising out of, or obligationsrelated in any way to: (A) the Existing Unsecured Notes, (B) the Existing Unsecured Notes Indenture, (C) the Agreement or (D) the Refinancing; in each case whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, pending foreseen or not pendingunforeseen, liquidated then existing or not liquidatedthereafter arising, of every kind and nature whatsoever 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 (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentMatters”); provided, however, that this General Release the foregoing shall have no effect not be deemed to release, affect, limit, waive or modify in any manner (1) any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities whatsoever upon: arising under any contract or agreement entered into by a Released Party on or after the Closing Date, including (a) the Company's obligationsNew Revolving Credit Agreement, if any(b) the New First Lien Credit Agreement, to pay CIC Payments pursuant (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 Change in Control foregoing; (2) the rights of such Releasing Party to enforce the Agreement between the undersigned and the CompanyTransaction Documents delivered or executed in connection therewith against the persons who executed the Agreement or any of the Transaction Documents, dated [Date] as applicable (including, for the “CIC Agreement”) or avoidance of doubt, the right of the Supporting Noteholders and the Company to enforce any indemnification obligations under Section 7.01 of the Agreement and the rights of the undersigned Company and Supporting Noteholders to enforce such obligationsSection 8.02 of the Agreement); (b3) any and all obligations Claims that cannot be waived or released by operation of the Released Parties to defend, indemnify, hold harmless Applicable Law; or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c4) any and all rights the undersigned may have to vested act or accrued benefits or entitlements under and in accordance with omission arising out of any applicable plan, agreement, program, award, policy or arrangement of a Released Party’s gross negligence or willful misconduct.

Appears in 2 contracts

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

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Third Amended Forbearance Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to xxx or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Third Amended Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Third Amended Forbearance Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Third Amended Forbearance Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Third Forbearance Period and (c) any the termination of this Third Amended Forbearance Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 2 contracts

Samples: Forbearance Agreement, Forbearance Agreement (Wornick CO)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself on behalf of Minor and my successorsXxxxx’s Representatives, assignshereby IRREVOCABLY, heirs and representatives (eachUNCONDITIONALLY, a "Releasing Party"AND FOREVER RELEASE, DISCHARGE, ABSOLVE, AND COVENANT NOT TO SUE Global(x), hereby release NORTH POINT MINISTRIES INC., THE 410 BRIDGE, Inc.,and churches or other charitable organizations cooperating in the Service Trip, and forever discharge Comtech Telecommunications Corp. all of their respective parents, subsidiaries, affiliated entities, successors and assigns (the "Company"hereinafter, “Released Entities”), its stockholdersand the respective members, directors, officers, directorstrustees, elders, deacons, managers, employees, agents and attorneysrepresentatives, agents, and their respective successorsvolunteers of the Released Entities (hereinafter, assigns, heirs and representatives (each, a "Released Party"Parties”), individually from and collectively, from with respect to any and all claimsINJURIES, demandsLOSSES, causes of actionDAMAGES, liabilities CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF ACTION, DEMANDS, OR OTHERWISE (collectively, “Claims and Liabilities”), and agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, ARISING FROM MINOR’S PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request for Minor to be permitted to participate in the Service Trip, WHETHER FOR PERSONAL INJURIES, PROPERTY DAMAGE, ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO MINOR, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, pending even if caused by, or not pending, liquidated arising in whole or not liquidated, of every kind and nature whatsoever (collectivelyin part from, the "Released Claims") which the Releasing Party hasNEGLIGENCE, has had or may have against FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts except only Claims and Liabilities resulting from the gross negligence or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested willful or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement wanton misconduct of a Released Party. Furthermore, I, on behalf of Minor and Minor’s Representatives, agree to INDEMNIFY, DEFEND, AND HOLD HARMLESS the Released Parties from and against ANY AND ALL CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES, COSTS, AND EXPENSES, whether suit is filed or not.

Appears in 2 contracts

Samples: Team Agreement, Team Agreement

General Release. For good Effective as of the Closing Date, each of Aurora and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IALS, for myself itself and my for all subsidiaries of Aurora other than BNC Mortgage, LLC, and for their respective predecessors, successors, assigns, heirs subrogees, agents and representatives representatives, and the heirs, executors, administrators and assigns thereof in their capacities as such (eachcollectively, a "the “Releasing Party"Parties”), hereby release unequivocally, irrevocably and unconditionally releases, remises, acquits, and forever discharge Comtech Telecommunications Corp. (discharges, waives and renounces, for the "Company")benefit of each of LBHI, its stockholdersBancorp, officersLCPI, directorsLuxco, employees, agents and attorneysLBSF, and their respective successorspredecessors, assignssuccessors and assigns (collectively, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectivelyas the case may be, from and of, and hereby covenants not to xxx or institute or prosecute or aid in the institution or prosecution of any action or suit (at law, in equity or otherwise) against any of the Released Parties with respect to, any and all actions, suits and causes of action, at law or in equity, based on contract, tort (including, without limitation, gross negligence or intentional misconduct), statute or otherwise, debts, commissions, duties, fees, liens, commitments, contracts, agreements, promises, claims, demands, causes of actiondamages, losses, costs, expenses, liabilities and obligations (whether pecuniary or obligationsnot, known including obligations to perform or unknown, pending forebear from performing acts or not pending, liquidated or not liquidatedservices), of every any kind or nature whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or undetermined, which such Releasing Party has, ever had or hereafter can, shall or may have from the beginning of time against any Released Party and nature whatsoever that has arisen or hereafter may arise out of or by reason of actions, omissions or events occurring, or circumstances existing, on or prior to March 31, 2010, including but not limited to those matters covered by the proofs of claim filed by Aurora or ALS in the cases (collectively, the "Released “Chapter 11 Cases”) under chapter 11 of title 11 of the U.S. Code commenced by LBHI, LCPI, Luxco, LBSF and affiliated debtors in the U.S. Bankruptcy Court for the Southern District of New York (Case No. 08-13555 (JMP) (Jointly Administered) (collectively, “Claims"”), except for the Claims (including the agreements and instruments) which identified on Attachment A hereto and any Claims arising out of or by reason of actions or omissions occurring, or circumstances existing, not known to Aurora (including ALS and the other subsidiaries of Aurora) on the date hereof. For the avoidance of doubt, it is understood and agreed that the Releasing Party has, has had Parties are not releasing hereunder any claims (whether now existing or may have hereafter arising) against any one or more of the Released Parties arising out ofunder the Settlement Agreement or any agreement, based upon instrument or document referred to in any waythe Settlement Agreement as implementing the provisions of the Settlement Agreement (including, directly or indirectlywithout limitation, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”New TAA) or the rights any claims arising out of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a directoror events occurring, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plancircumstances first coming about, agreementafter March 31, program, award, policy or arrangement of a Released Party2010.

Appears in 2 contracts

Samples: Settlement Agreement (Lehman Brothers Holdings Inc), Settlement Agreement

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Officer under the Change in Control Severance Agreement between the Employer and the Officer, dated ________________ (the “Agreement”) and after consultation with counsel, the receipt and adequacy of which is hereby acknowledged, IOfficer, for myself himself and my successorson behalf of each of the Officer's heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"), the “Releasors”) hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasOfficer's employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Officer's service in any and all of such employmentrelevant capacities, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth herein shall have no effect whatsoever upon: not apply to (aiv) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights payment and/or benefit obligations of the undersigned Employer under the Agreement, and (v) any claims Officer, may have under any plans or programs not covered by the Agreement in which Officer participated and under which Officer has accrued and become entitled to enforce such obligations; (b) a benefit. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits the Employer makes and provides as required by the Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any of its affiliates arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Officer's employment relationship under the Indemnification Agreement between the Company and the undersignedOfficer's service as an employee, and/or under applicable law and/or officer or director of the Employer under the respective charters and by-laws of Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 2 contracts

Samples: Change in Control Severance Agreement (Sterling Banks, Inc.), Change in Control Severance Agreement (Sterling Banks, Inc.)

General Release. For good and valuable consideration, Effective upon the receipt and adequacy of which is hereby acknowledged, IClosing Date: (a) Each Seller, for myself Seller and my Seller’s heirs, devisees, legal representatives, successors, assigns, heirs and representatives assigns (each, a "Releasing Party"” and, collectively, the “Releasing Parties”), does hereby acknowledge complete satisfaction of and does hereby fully, finally, and forever release and forever discharge Comtech Telecommunications Corp. each of the Company and its directors and officers (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all commitments, actions, debts, claims, demandscounterclaims, suits, causes of action, liabilities or damages, demands, liabilities, obligations, costs, expenses, and compensation of every kind or nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, pending contingent or not pendingotherwise, liquidated which such Releasing Parties, or not liquidatedany of them, had, has, or may have had at any time in the past and through and including the Closing Date, against the Released Parties, or any of every kind them, which relate to or arise out of such Releasing Party’s relationship with the Company or any of its predecessors or Affiliates, or such Releasing Party’s rights or status as a stockholder of the Company or any of its predecessors or Affiliates, and nature whatsoever further including, without limitation, any claims of fraud or fraudulent inducement in connection with the negotiation, execution, delivery, and performance of this Agreement (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more “Causes of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentAction”); provided, however, that nothing in this General Release Section shall release, acquit, or discharge any Causes of Action or preclude a lawsuit or claim in respect of any Causes of Action that a Releasing Party may have no effect whatsoever upon: or bring arising under this Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, or that a Releasing Party may have or bring arising under his respective Indemnification Agreement or the bylaws of the Company, or any other rights of indemnification or constitution of law or in equity. (b) Each Releasing Party represents, warrants, covenants, and agrees that such Releasing Party (a) has not and will not assign any Causes of Action or possible Causes of Action against any Released Party, (ii) fully intends to release all Causes of Action against the Company's obligationsReleased Parties, if anyincluding, to pay CIC Payments pursuant without limitation, unknown and contingent Causes of Action (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the Change in Control Agreement between the undersigned matters covered hereby and the Company, dated [Date] (the “CIC Agreement”) or the rights has been fully apprised of the undersigned consequences hereof. (c) Each Releasing Party covenants and agrees not to enforce such obligations; (b) institute any and all obligations litigation, lawsuit, claim, or action against any of the Released Parties with respect to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws any released Causes of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyAction.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kiphart Richard P), Stock Purchase Agreement (Lime Energy Co.)

General Release. For and in consideration of the severance payments and other benefits provided in Section 6(d) of the Employment Agreement, dated May 17, 2007 (the “Employment Agreement”), by and between 24/7 Real Media, Inc. (the “Company”) and myself, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for and on behalf of myself and my successorsheirs, administrators, executors, and assigns, heirs and representatives (eacheffective the date hereof, a "Releasing Party"), do hereby release fully and forever release, remise and discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssuccessors and assigns, and the direct and indirect parents, subsidiaries and affiliates of the Company, together with their respective officers, directors, employeespartners, shareholders, members, managers, employees and agents and attorneys(collectively, and their respective successors, assigns, heirs and representatives (each, a "Released Party"the “Group”), individually and collectively, from any and all Claims (as defined below) which I had, may have had, or now have against the Company and/or any other member of the Group, for or by reason of any matter, cause or thing whatsoever, including any Claim arising out of or attributable to my employment or the termination of my employment with the Company, including but not limited to Claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law 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. This release of Claims includes, 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, demandscovenants, warranties, promises, undertakings, actions, suits, causes of action, liabilities or obligations, known or unknowndebts, pending or not pendingattorneys’ fees, liquidated or not liquidatedaccounts, judgments, losses and liabilities, of every whatsoever kind and nature whatsoever (collectivelyor nature, the "Released Claims") which the Releasing Party hasin law, has had equity or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyotherwise.

Appears in 2 contracts

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

General Release. For good and valuable consideration, This General Release Agreement (the receipt and adequacy of which “General Release”) is hereby acknowledgedexecuted and entered into by (the “Executive”) in consideration of the payments and benefits to be made under that certain Change in Control Agreement, Idated , for myself (the “Agreement”), between the Executive and my successorsRand Capital Corporation (the “Company”). The Executive, on behalf of himself and his heirs, executors, administrators and assigns, heirs hereby releases and representatives forever discharges the Company and each of its subsidiaries, affiliates and investees (each, a "Releasing Party"the “Company Affiliated Group”), hereby release their present and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employeesexecutives, agents and agents, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, pending suspected or not pendingunsuspected which the Executive, liquidated individually or not liquidatedas a member of a class, of every kind and nature whatsoever now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity (collectively, the "Released Claims") which ”). For avoidance of doubt, and without limiting the Releasing Party has, has had or may have against any one or more broad nature of the Released Claims, this General Release releases the Company Released Parties from any and all claims: (i) arising out of, based upon of or in any way, directly or indirectly, related to the Company's business, my employment 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 employment; providedservice in any such capacity, however(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 (“ERISA”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), the Older Worker Benefit Protection Act, Articles 5, 6, 7, and 19 of the New York Labor Law (N.Y. Labor Law §§ 160 to 219-c, 650 to 665), Sections 120, 125, and 241 of the New York Workers’ Compensation Law, the New York Human Rights Law (N.Y. Executive Law §§ 290 to 301), Article 23-A of the New York State Corrections Law, and all of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) claims under which may be legally waived and released, and any and all claims under any whistleblower laws or whistleblower provisions of other laws. The Executive further affirms that as of the date of this General Release shall have he has been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, and/or benefits to which he may be entitled and that no effect whatsoever uponother leave (paid or unpaid), compensation, wages, bonuses, and/or benefits are due to him, except as provided in the Change in Control Agreement. The Released Claims do not include any claim: (a) that arises exclusively after the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC date Executive executes this Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued rights under any of Company’s employee benefit or compensation plans; (c) that cannot be released under law, such as claims for statutory unemployment benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy workers’ compensation benefits; or arrangement (d) for indemnification as a former officer or director of a Released Partythe Company.

Appears in 2 contracts

Samples: Change in Control Agreement (Rand Capital Corp), Change in Control Agreement (Rand Capital Corp)

General Release. For good In consideration of the payments and valuable considerationbenefits provided to the Executive under this Agreement and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby acknowledged, I, for myself irrevocably and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (the "Company")Company Group and each of their respective officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofCompany Group, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentrelationship or service, (ii) the Employment Agreement, or (iii) 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 General Release Section 9(a) shall have no effect whatsoever upon: not apply to (ai) the Company's obligations, if any, to pay CIC Payments pursuant to obligations of the Change Company under this Agreement and (ii) any indemnification rights the Executive may have in Control Agreement between the undersigned and accordance with the Company, dated [Date] (’s governance instruments or under any director and officer liability insurance maintained by the “CIC Agreement”) or the rights Company with respect to liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of the Company. The Releasors further agree that the payments and benefits described in this Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of the Released Parties to defendExecutive’s employment relationship or the Executive’s service as an employee, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between officer and director of the Company Group and the undersignedtermination thereof. This general release shall not, and/or under applicable law and/or under however, apply to any yet to be reimbursed expenses for which the respective charters and by-laws of the Released Parties, and/or Executive is entitled to reimbursement pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyCompany policy.

Appears in 2 contracts

Samples: Resignation Agreement (Trizec Properties Inc), Resignation Agreement (Trizec Properties Inc)

General Release. a. For good and valuable considerationin consideration of the payments and benefits hereunder, the receipt and adequacy you hereby agree on behalf of which is hereby acknowledgedyourself, Iyour agents, for myself and my assignees, attorneys, successors, assigns, heirs and representatives (eachexecutors, a "Releasing Party")to, hereby and you do hereby, fully and completely forever release the Company and forever discharge Comtech Telecommunications Corp. (the "Company")its affiliates, its stockholders, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents and agents, representatives, administrators, attorneys, insurers and fiduciaries in their respective successors, assigns, heirs and representatives individual and/or representative capacities (each, a "Released Party"hereinafter collectively referred to as the “Releasees”), individually and collectively, from any and all claims, demands, causes of action, liabilities suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which you or obligationsyour heirs, known or unknownexecutors, pending or not pendingadministrators, liquidated or not liquidatedsuccessors and assigns ever had, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had now have or may have against the Releasees or any one of them, in law, admiralty or more of the Released Parties arising out equity, whether known or unknown to you, for, upon, or by reason of, based upon any matter, action, omission, course or thing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in any way, directly relationship to your employment or indirectly, related to the Company's business, my employment other service relationship with the Company or its affiliates, the termination of any such employment or service relationship and any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates; providedprovided that such released claims shall not include any claims to enforce your rights under, howeveror with respect to, that this General Release shall Agreement or any claim you have no effect whatsoever upon: to indemnification from the Company (such released claims are collectively referred to herein as the “Released Claims”). b. Notwithstanding the generality of clause (a) above, the Company's obligationsReleased Claims include, if anywithout limitation, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (bi) any and all obligations claims under Title VII of the Released Parties to defendCivil Rights Act of 1964, indemnifythe Age Discrimination in Employment Act of 1967, hold harmless or reimburse the undersigned under Civil Rights Act of 1971, the Indemnification Agreement between Civil Rights Act of 1991, the Company Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and the undersignedMedical Leave Act of 1993, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the undersigned may common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief. c. You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to vested consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or accrued agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one days to consider whether you want to sign this Agreement and that the Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven (7) days after it is signed, and you understand that you will not receive any payments or benefits or entitlements due you under this Agreement until such seven (7) day revocation period (the “Revocation Period”) has passed and in accordance with any applicable planthen, agreementonly if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one (21) days after its delivery to you, program, award, policy or arrangement you hereby acknowledge that your decision to execute this Agreement prior to the expiration of a Released Partysuch twenty-one (21) day period was entirely voluntary.

Appears in 2 contracts

Samples: Retirement Agreement (Mortons Restaurant Group Inc), Retirement Agreement (Mortons Restaurant Group Inc)

General Release. For good Effective as of the Closing: (a) Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates, heirs, legal representatives, successors and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "“Seller Releasing Party"” and, collectively, the “Seller Releasing Parties”), hereby release acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharge Comtech Telecommunications Corp. discharges each of the Company, its present and former Affiliates (the "Company"including Purchaser), its stockholderspredecessors, officers, directors, employees, agents successors and attorneysassigns, and their respective successorsdirectors, assignsofficers, heirs stockholders, members, partners, agents and representatives employees (each, a "Released Party"), individually and collectively, the “Seller Released Parties”) of and from any and all claimscommitments, demandsProceedings, debts, counterclaims, causes of action, liabilities demands, Losses and compensation of every kind or obligationsnature whatsoever, past, present or future, at law, in equity or otherwise, whether known or unknown, pending whether contingent or not pendingabsolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of every kind law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Seller Releasing Parties, or any of them, ever have had, or ever in the future may have against the Seller Released Parties, or any of them, and nature whatsoever which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Seller Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors, such Seller Releasing Party’s rights or status as a stockholder of the Company or any of its present or former Affiliates or predecessors (collectively, the "“Seller Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment”); provided, however, that nothing in this General Release Section 5.4 shall release, acquit, or discharge, and the term “Seller Released Claims” shall not include, in any respect (i) any rights that a Seller Releasing Party may have no effect whatsoever upon: (a) under this Agreement, the Company's obligationsCVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, if any, to pay CIC Payments the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Change in Control Agreement between CVR Agreement, (ii) any rights that a Seller Releasing Party may have or bring arising under the undersigned and Organizational Documents (excluding the Series A Certificates of Designation) of the Company, dated [Date] or any rights of indemnification or constitution of law or in equity, (iii) any rights that a Seller Releasing Party, including for the “CIC Agreement”avoidance of doubt, any current or former member of the board of the Company appointed by such Seller Releasing Party, may have under the Company’s statutory indemnification procedures, any director indemnity agreements as in effect at the date hereof and any D&O insurance and indemnification policies as in effect at the date hereof, (iv) any rights that the Deerfield Entities may have under the Exchange Agreement or the Exchange Registration Rights Agreement or (v) any rights that any Deerfield Entity may have in connection with its ownership of the undersigned Additional Shares. Each Seller, on its behalf and, to enforce such obligations; (b) the fullest extent permitted by applicable Law, on behalf of its Seller Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but each Seller, on its behalf and on behalf of the Seller Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all obligations Seller Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of the Released Parties to defendSeller Releasing Parties, indemnify, hold harmless or reimburse being aware of and advised concerning the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws legal effect of the Released Partiesprovisions of the below cited provision in California Civil Code Section 1542, and/or pursuant to insurance policieshereby expressly, if anyknowingly, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) intentionally waive any and all rights the undersigned which it or they have or may have under the provisions of said Section 1542 or any similar Law, with respect to vested the Seller Released Claims: (b) Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates (including Purchaser and, following the Closing, the Company, and following the Effective Time, the Surviving Corporation), heirs, legal representatives, successors and assigns (each, a “Parent Releasing Party” and, collectively, the “Parent Releasing Parties”), hereby acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharges each Seller, its present and former Affiliates, predecessors, successors and assigns, and their respective directors, officers, stockholders, members, partners, agents and employees (collectively, the “Parent Released Parties”) of and from any and all commitments, Proceedings, debts, counterclaims, causes of action, demands, Losses and compensation of every kind or accrued benefits nature whatsoever, past, present or entitlements future, at law, in equity or otherwise, whether known or unknown, whether contingent or absolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Parent Releasing Parties, or any of them, ever have had, or ever in the future may have against the Parent Released Parties, or any of them, and which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Parent Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors (collectively, the “Parent Released Claims”); provided, however, that nothing in this Section 5.4 shall release, acquit, or discharge, and the term “Parent Released Claims” shall not include, in any respect any rights that a Parent Releasing Party may have under this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement or the CVR Agreement. Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Parent Releasing Parties, acknowledges that it may hereafter discover facts in accordance addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but Parent, on its behalf and on behalf of the Parent Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Parent Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, Parent, on its behalf and, to the fullest extent permitted by applicable planLaw, agreementon behalf of its Parent Releasing Parties, programbeing aware of and advised concerning the legal effect of the provisions of the below cited provision in California Civil Code Section 1542, awardhereby expressly, policy knowingly, and intentionally waive any and all rights which it or arrangement they have or may have under the provisions of a said Section 1542 or any similar Law, with respect to the Parent Released Claims: (c) Each Seller represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Seller Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Seller Releasing Parties not to) assign any Seller Released Claim or possible Seller Released Claim against any Seller Released Party, (ii) fully intends to release all Seller Released Claims against the Seller Released Parties, including, without limitation, unknown and contingent Seller Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (d) Parent represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Parent Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Parent Releasing Parties not to) assign any Parent Released Claim or possible Parent Released Claim against any Parent Released Party, (ii) fully intends to release all Parent Released Claims against the Parent Released Parties, including, without limitation, unknown and contingent Parent Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (e) Each Seller covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Seller Released Parties with respect to any Seller Released Claims. (f) Parent covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Parent Released Parties with respect to any Parent Released Claims.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Spectrum Pharmaceuticals Inc), Securities Purchase Agreement (Flynn James E)

General Release. For good and valuable considerationEffective for all purposes as of the Effective Time, the receipt Company Holder acknowledges and adequacy agrees, on behalf of which is hereby acknowledgedhimself, Iherself or itself and each of his, for myself her or its trustees, heirs, beneficiaries, estates, directors, officers, Affiliates, agents (solely to the extent the Company Holder has authority to bind such agents), employees, executors, administrators, successors and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Releasor”) that: (a) Releasor represents and warrants that, as of the date hereof, he, she or it has no Claims (as defined below) (other than Excluded Claims (as defined below)) against the Company, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")Parent, its stockholdersMerger Sub or any of their respective advisors, agents, directors, officers, directorsAffiliates, employees, agents and attorneysrepresentatives, and their respective predecessors, successors, assignsrelated entities, heirs and representatives assigns or the like (each, a "Released Party"), individually and collectively, the “Releasees”). (b) Releasor hereby irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages or causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated that Releasor may have had in the past, may now have or not liquidated, of every kind and nature whatsoever may have in the future relating to the Releasor’s relationship with the Company (collectively, “Claims”); provided that the "Released Claims"foregoing release shall not cover Claims arising from rights of Releasor under or to: (i) which any unpaid wages accrued in the Releasing Party has, has had or may have against any one or more ordinary course of business of the Released Parties arising out ofCompany; (ii) any indemnification or other protections owing to Releasor under the Company’s certificate of incorporation or bylaws or equivalent charter documents or, based upon in the case of directors or officers, any indemnification agreement between the Company and such director or officer or under any directors’ and officers’ liability insurance policy maintained by the Company; (iii) under the Merger Agreement or under the Related Agreements; (iv) any claim which cannot be waived as a matter of law; or (v) any claim (unrelated to any equity holdings in the Company) held by a portfolio company of any private equity or venture capital fund that is affiliated with a Company Holder or any other Affiliate of such Company Holder (any of the foregoing Claims described in clauses (i) through (v), “Excluded Claims”). Nothing contained in this Agreement, including Sections 5 and 6, limits Releasor’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits Releasor’s ability to communicate with any Government Agency or otherwise participate in any wayinvestigation or proceeding that may be conducted by any Government Agency, directly including Releasor’s ability to provide documents or indirectlyother information, related without notice to the Company's business, my employment nor does anything contained in this Agreement apply to truthful testimony in litigation. If Releasor files any charge or complaint with any Government Agency and if the Government Agency pursues any claim on Releasor’s behalf, or if any other third party pursues any claim on Releasor’s behalf, Releasor waives any right to monetary or other individualized relief (either individually, or as part of any collective or class action); provided that nothing in this Agreement limits any right Releasor may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. (c) Releasor represents and acknowledges that he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s representatives. Releasor further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or anyone else with regard to the termination subject matter, basis or effect of this release or otherwise except such employment; providedrepresentations and warranties set forth in the Merger Agreement. (d) Releasor acknowledges that he, howevershe or it is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which 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, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (e) Releasor hereby irrevocably and unconditionally waives and relinquishes any rights and benefits that Releasor may have under Section 1542 or any similar or analogous statute or common law principle of any jurisdiction. Releasor acknowledges that he, she or it may hereafter discover facts in addition to or different from those that Releasor now knows or believes to be true with respect to the subject matter of this General Release release, but it is Releasor’s intention to fully and finally and forever settle and release any and all Claims (other than as set forth in Section 6(b) above) that do now exist, may exist or heretofore have existed with respect to the subject matter of this release. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional or different facts. (f) This release is conditioned upon the consummation of the Merger as contemplated in the Merger Agreement, and shall become null and void, and shall have no effect whatsoever upon: whatsoever, without any action on the part of any Person, upon termination of the Merger Agreement for any reason or upon any amendment, modification or waiver of the Merger Agreement relating to a change in (ai) the Company's obligations, if any, to pay CIC Payments pursuant to form or amount of Merger Consideration or (ii) the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all indemnification obligations of the Released Parties Equityholders therein, to defend, indemnify, hold harmless or reimburse which the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyReleasor has not consented.

Appears in 2 contracts

Samples: Joinder and Release Agreement (KKR Fund Holdings L.P.), Joinder and Release Agreement (Entellus Medical Inc)

General Release. For good Each of Borrower and valuable considerationGuarantors, the receipt on behalf of itself and adequacy on behalf of which is hereby acknowledgedits Subsidiaries, I, for myself and my successors, assigns, heirs legal representatives and representatives financial advisors (eachcollectively, a "the “Releasing Party"Parties”), hereby release releases, acquits and forever discharge Comtech Telecommunications Corp. (discharges Agent, the "Company"), its stockholdersLenders and each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "the “Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant on or before the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of the same arising from or related to insurance policiesanything done, if anyomitted to be done, for acts or omissions allowed to be done by any of the Released Parties and in any way connected with this Amendment, the undersigned’s capacity as Forbearance Agreement, or any of the Loan Documents, any other credit facilities provided or not provided, any advances made or not made, or any past or present deposit or other accounts of any Releasing Party with any Released Party and the handling of the same by any Released Party, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Releasing Parties, the honoring or returning of any checks drawn on any account, and any other dealings between the Releasing Parties and the Released Parties (the “Released Matters”). Releasing Parties each further agree never to commence, aid or participate in (except to the extent required by order or legal process issued by a director, officer and/or employee thereof; and (ccourt or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all rights similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: 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 IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Releasing Parties each agree that this waiver and release is an essential and material of this Amendment, and that the undersigned may agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to vested signing this release, or accrued benefits or entitlements under had an opportunity to obtain such counsel and in accordance knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with any applicable plan, agreement, program, award, policy or arrangement the intention of a fully and finally extinguishing all Released PartyMatters.

Appears in 2 contracts

Samples: Forbearance Agreement and Credit Agreement (Aerocentury Corp), Forbearance and Credit Agreement Amendment (Aerocentury Corp)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments severance compensation pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] September 16, 2008 (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party...

Appears in 2 contracts

Samples: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable considerationconsideration and as part of, and in connection with this Agreement, effective as of the Closing: (a) The Company Parties, for themselves and on behalf of their shareholders, former shareholders, directors, officers, employees and affiliates (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"“Company Group”), hereby waive, discharge and release VGI, QSC, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of their employees, officers, shareholders, former shareholders, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives affiliates (each, a "Released Party"), individually and collectively, the “VGI Released Parties”) from any and all claims, demands, charges, complaints, liabilities, obligations, actions, causes of action, liabilities or obligationssuits, costs, expenses, losses, attorneys’ fees, and damages of any nature whatsoever, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (collectively, “Claims”), for relief of any nature at law or in equity, which any of the "Released Claims") which the Releasing Party Company Group now has, has had owns or may have holds, or claims to have, own or hold, or which such party at any time heretofore had, owned or held, or claimed to have, own or hold against any one or more of the VGI Released Parties arising out of, based upon or in any way, directly or indirectly, related to from the Company's business, my employment with beginning of time through the Company or the termination of such employment; provided, however, Closing. It is agreed that this General Release is a general release and it is to be broadly construed as a release of all claims, provided that this release shall have no effect whatsoever upon: (a) the Company's obligations, if any, not apply to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned to enforce such obligations; VGI Released Parties’ obligations set forth in this Agreement (b) VGI, for itself and on behalf of the VGI Released Parties, hereby waives, discharges and releases the Company Group from any and all obligations Claims for relief of any nature at law or in equity, which any of the VGI Released Parties now has, owns or holds, or claims to defendhave, indemnifyown or hold, or which such party at any time heretofore had, owned or held, or claimed to have, own or hold harmless or reimburse the undersigned under the Indemnification Agreement between against any of the Company Group from the beginning of time through the Closing. It is agreed that this is a general release and the undersignedit is to be broadly construed as a release of all claims, and/or under applicable law and/or under the respective charters and by-laws provided that this release shall not apply to any of the Released Company Parties, and/or pursuant to insurance policies, if any, for acts or omissions ’ obligations set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.

Appears in 2 contracts

Samples: Exchange and Transfer Agreement, Exchange and Transfer Agreement (Quest Solution, Inc.)

General Release. For good You agree that the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full of all outstanding obligations owed to you by the Company and valuable consideration, the receipt its current and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, former officers, directors, employees, agents and agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and their respective successorssuccessor corporations, and assigns (collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives, agents, attorneys, assigns, heirs insurers and representatives (eachassurers, a "Released Party"), individually and collectively, anyone claiming by or through him) hereby and forever release the Releasees from any and all claims, demandsmanner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages or liabilities or obligationswhatsoever, including, without limitation, attorneys’ fees, known or unknown, pending accrued or not pendingwhich may ever accrue, liquidated whether based in contract or not liquidatedtort, statutory or common law, of every kind and nature whatsoever (collectivelywhatsoever, arising from the "Released Claims") which the Releasing Party has, has had or may have against any one or more beginning of the Released Parties arising out of, based upon or in any way, directly or indirectly, related time to the Company's businessexecution date of this Release, my and hereafter, whether or not relating to or arising from your employment and termination of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with any service that you may have rendered or may have been requested to render to or on behalf of the termination of such employment; providedCompany at any time, howeverother than the rights and obligations under this Release, that and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below, and as provided for in subsection (c) below, this General Release shall have no effect whatsoever uponbe construed as broadly as possible and shall include without limitation: (ai) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf of the Company's obligations; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions, monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, to pay CIC Payments pursuant to arising under the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights following: · Title VII of the undersigned Civil Rights Act of 1964, as amended; · The Americans with Disabilities Act of 1990, as amended; · The Fair Labor Standards Act of 1938, as amended; · The Family and Medical Leave Act of 1993; · The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights); · The Occupational Safety and Health Act of 1970 (OSHA), as amended; · Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination); · Texas Labor Code § 61.001, et seq. (Texas Pay Day Act); · Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6; · any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance; · any public policy, contract, tort, or common law (including, without limitation, those relating to enforce such obligationsfraud, whistleblower, retaliation, negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); (b) or · intentional conduct of any and all obligations of the Released Parties to defendnature, indemnifyconstructive discharge, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedemotional distress, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partypersonal injury.

Appears in 2 contracts

Samples: Employment Agreement (Crossroads Systems Inc), Employment Agreement (Crossroads Systems Inc)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated as of [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 2 contracts

Samples: Change in Control Agreement (Comtech Telecommunications Corp /De/), Change in Control Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable consideration(a) In consideration of the Payment, the receipt Employee voluntarily, completely, and adequacy of which is hereby acknowledgedunconditionally releases, Iwaives, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. discharges to the maximum extent permitted by law the Released Parties (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, defined below) from any and all claims, demands, liabilities, and causes of actionaction of whatever kind or character, liabilities whether vicarious, derivative, or obligationsdirect, and whether known or unknownunknown (individually a “Claim” and collectively the “Claims”), pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or that Employee now may have or ever have had against any one or more of the Released Parties arising Parties. (b) The Claims released and waived by this Agreement include without limitation any and all Claims (including for attorneys’ fees) (i) growing out of, based upon resulting from, or connected in any wayway with Employee’s employment or the employment practices of the Company; (ii) growing out of, resulting from, or connected in any way with the Employment Agreement or the termination of the Employment Agreement; (iii) for any bonus, or other incentive or extra compensation; (iv) based on the common law or any federal, state, or local statutory or constitutional provision that applies or is asserted to apply, directly or indirectly, related to Employee’s employment, such as Claims based on contract or in tort (including for fraudulent inducement) or under any employment discrimination or fair employment practices statute, including but not limited to the Age Discrimination in Employment Act (“ADEA”); and (v) based on any other act, conduct, or omission of any of the Released Parties. (c) Employee acknowledges and agrees that Employee forever waives any right to recover, and will not request or accept, anything of value from any of the Released Parties as compensation or damages growing out of, resulting from, or connected in any way with Employee’s employment, the employment practices of the Company's business, my employment with the Company Employment Agreement or the termination of such employment; providedthe Employment Agreement, howeveror with any other act, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsconduct, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights omission of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant other than the Payment, whether sought directly by Employee or by any administrative agency or other public authority, individual, or group of individuals on Employee’s behalf. (d) This Paragraph 5 does not waive or release any rights of Employee that arise under this Agreement, any Claims under the ADEA that arise after the date Employee signs this Agreement, any indefeasible benefits (other than any entitlement to insurance policiesseverance pay, separation pay, change-in-control pay, or similar payments) under an employee benefit plan, any right to indemnification or contribution, for coverage under officer and director liability policies (if any), for acts or omissions any rights, Claims, or relief that cannot by law be released. (e) The “Released Parties” are (i) the Company; (ii) any parent, subsidiary, affiliate, predecessor, successor, or assign of the entities named or described in the undersigned’s capacity as a director, officer and/or employee thereofclauses (i) to (ii); and (ciii) any current or former officer, director, partner, shareholder, owner, member, manager, joint venturer, trustee, fiduciary, agent, employee, associate, representative, administrator, investment advisor, employee benefit plan sponsored or maintained by, insurer, or attorney of or for any of the entities and all rights the undersigned may have to vested persons named or accrued benefits or entitlements under described in clauses (i)-(iii) and in accordance any capacity. (f) The Parties agree and acknowledge that nothing in this Agreement precludes Employee from (i) from filing a charge or complaint with, providing information to, or cooperating with an investigation being conducted by, a government agency (such as the Equal Employment Opportunity Commission) or (ii) giving truthful testimony under oath in any applicable plan, agreement, program, award, policy legal proceeding or arrangement of a Released Partymaking truthful statements or disclosures that are required by law or valid legal process.

Appears in 2 contracts

Samples: Termination Agreement (GeoMet, Inc.), Termination of Employment Agreement and General Release (GeoMet, Inc.)

General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Employment Agreement, dated as of , 20 , to which Corrections Corporation of America (the “REIT”), CCA of Tennessee, LLC (“Employer” and, together with the REIT, the receipt “Company”) and adequacy (the “Executive”) are parties (the “Agreement”), the Executive, with the intention of which is hereby acknowledgedbinding the Executive and the Executive’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Company and its parents, subsidiaries and affiliates (collectively, the "Company"“Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, shareholders, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, known suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one Company Released Party (an “Action”) arising out of or more in connection with the Executive’s service as an employee, officer and/or director to any member of the Released Parties arising out ofCompany Affiliated Group (or the predecessors thereof), based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or including (i) the termination of such employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: 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”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“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 Employment Act (“ADEA”), excepting only: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned Executive under this Waiver and Release of Claims and to enforce such obligations; severance payments and benefits under Section 5 of the Agreement; (b) any and all obligations rights of the Released Parties Executive relating to defendequity awards held by the Executive as of the Executive’s date of termination; (c) the right of the Executive to receive benefits required to be paid in accordance with applicable law; (d) rights to indemnification the Executive may have (i) under applicable corporate law, indemnify, hold harmless or reimburse the undersigned (ii) under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws or charter of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (e) claims (i) for accrued or vested benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; Company Affiliated Group and (cii) any and all rights for earned but unused vacation pay through the undersigned may have to vested or accrued benefits or entitlements under and date of termination in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythe Company Affiliated Group; and (f) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group.

Appears in 2 contracts

Samples: Employment Agreement (Corrections Corp of America), Employment Agreement (Corrections Corp of America)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for on behalf of myself and my successorsRepresentatives, assignshereby IRREVOCABLY, heirs and representatives (eachUNCONDITIONALLY, a "Releasing Party"AND FOREVER RELEASE, DISCHARGE, ABSOLVE, AND COVENANT NOT TO SUE GLOBAL(X), hereby release NORTH POINT MINISTRIES OR THE 410 BRIDGE, INC., and forever discharge Comtech Telecommunications Corp. churches or other charitable organizations cooperating in the Service Trip, and all of their respective parents, subsidiaries, affiliated entities, successors and assigns (the "Company"hereinafter, “Released Entities”), its stockholdersand the respective members, directors, officers, directorstrustees, elders, deacons, managers, employees, agents and attorneysrepresentatives, agents, and their respective successorsvolunteers of the Released Entities (hereinafter, assigns, heirs and representatives (each, a "Released Party"Parties”), individually from and collectively, from with respect to any and all claimsINJURIES, demandsLOSSES, causes of actionDAMAGES, liabilities CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF ACTION, DEMANDS, OR OTHERWISE (collectively, “Claims and Liabilities”), and agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, ARISING FROM MY PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request to be permitted to participate in the Service Trip, WHETHER FOR PERSONAL INJURIES, PROPERTY DAMAGE, ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO ME, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, pending even if caused by, or not pending, liquidated arising in whole or not liquidated, of every kind and nature whatsoever (collectivelyin part from, the "Released Claims") which the Releasing Party hasNEGLIGENCE, has had or may have against FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts except only Claims and Liabilities resulting from the gross negligence or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested willful or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement wanton misconduct of a Released Party. Furthermore, I, on behalf of myself and my Representatives, agree to INDEMNIFY, DEFEND, AND HOLD HARMLESS the Released Parties from and against ANY AND ALL CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES, COSTS, AND EXPENSES, whether suit is filed or not.

Appears in 2 contracts

Samples: Team Agreement, Team Agreement

General Release. For good As a condition of receiving the Separation Benefits, you, on your own behalf and valuable considerationon behalf of your successors, the receipt and adequacy of which is hereby acknowledgedheirs, Ibeneficiaries, for myself and my successorsagents, assigns, heirs and representatives (eachrepresentatives, a "Releasing Party")voluntarily agree to waive and release the Company and its parents, hereby release subsidiaries, predecessors, affiliated entities, successors and forever discharge Comtech Telecommunications Corp. (assigns, together with each of those entities’ respective employee benefit plans and programs and the "Company")administrators and fiduciaries of such plans and programs, its stockholderscurrent and former owners, officers, directors, partners, employees, agents agents, representatives, fiduciaries, insurers and attorneysreinsurers and administrators, and both individually or in their respective successorsbusiness capacity (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually and collectively, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, liabilities or grievances, wages, vacation payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state, provincial or federal law, equity or otherwise, whether known or unknown to you (collectively, the ”Claims”), which you now own or holds or have at any time owned or held as against 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, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected: (collectively, the "Released Claims"1) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my 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 or on the part of Releasees, or any of them, committed or omitted on or before the date this Agreement is executed by you; and/or (3) relating to the enforceability 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 General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all indemnification obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and its affiliates as set forth in Section 9 of this Agreement. Also, without limiting the undersigned, and/or under applicable law and/or under the respective charters and by-laws generality of the Released Partiesforegoing, and/or pursuant you specifically release Releasees from any 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 this Agreement, you retain the right to insurance policiesfile a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (EEOC), if anythe National Labor Relations Board (NLRB), for acts the Occupational Safety and Administration Board (OSHA), the Securities and Exchange Commission (SEC), or omissions any other federal, state or local civil rights agency or to participate in the undersigned’s capacity investigation of such 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 damages awarded under any class action, EEOC charge, or state civil rights agency complaint or as a directorresult of any federal, officer and/or employee thereof; state or local administrative agency action. Additionally, nothing in this Agreement prohibits or restricts you from filing a charge or complaint with the Securities and Exchange Commission (c) SEC), the Financial Industry Regulatory Authority (FINRA), or any and all rights the undersigned may have other securities regulatory agency or self-regulatory authority. You further understand that this Agreement does not limit your ability to vested or accrued benefits or entitlements under and in accordance communicate with any applicable plan, agreement, program, award, policy securities regulatory agency or arrangement of authority or otherwise participate in any investigation or proceeding that may be conducted by any governmental agency in connection with reporting a Released Partypossible securities law violation without notice to the Company. This Agreement does not limit your right to receive an award for information provided to the SEC staff or any other securities regulatory agency or authority.

Appears in 2 contracts

Samples: Separation Agreement (Restaurant Brands International Inc.), Separation Agreement (Restaurant Brands International Limited Partnership)

General Release. For good (a) Except as to the rights and valuable considerationobligations provided for under the terms of this Agreement, the receipt Named Plaintiff, on behalf of herself and adequacy of which is hereby acknowledged, I, for myself and my successorsher heirs, assigns, heirs beneficiaries, successors and representatives (eachmarital community and on behalf of each of the Class Members and their respective heirs, a "Releasing Party")assigns, beneficiaries, successors, marital communities, domestic partnerships or civil unions, hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges Defendant and each of its present, former and future parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and the "Company"), its stockholderspresent and former directors, officers, directors, employees, agents and agents, insurers, members, attorneys, accountants, advisors, consultants, vendors, representatives, partners, joint venturers, predecessors, successors and their respective successors, assigns, heirs and representatives assigns of each of them (each, a "Released Party"), individually and collectively, the “Defendant Releasees”) from any and all losses, fees, charges, complaints, claims, debts, torts, controversies, liabilities, damages, demands, obligations, rights, attorneys’ fees, costs, expenses, actions, and causes of actionaction of every nature, liabilities or obligationscharacter, and description, whether known or unknown, pending asserted or not pendingunasserted, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, punitive, exemplary or compensatory at law or in equity, which Named Plaintiff and the Class Members who do not liquidatedopt out have, own or hold against any of every kind the Defendant Releasees as of the Effective Date that arise out of and/or relate to the facts and nature whatsoever claims alleged in the Complaint, and any other claims relating to any overdraft and/or nonsufficient funds fees assessed against said Class Members (collectively, the "Released Claims") which ”). Upon the Releasing Party has, has had or may have against any one or more occurrence of the Released Parties arising Effective Date, each Class Member who does not opt out ofand each of their respective heirs, based upon assigns, beneficiaries, successors, marital communities, domestic partnerships or in any waycivil unions, directly or indirectlyshall also be deemed to, related and pursuant to the Company's businessFinal Approval Order shall have, my employment with released and forever discharged the Company or Defendant Releasees from the termination Released Claims. (b) With respect to all Released Claims, Named Plaintiff and each of such employment; provided, however, the other Class Members who do not opt out agree that this General Release shall have no effect whatsoever upon: they are expressly waiving and relinquishing to the fullest extent permitted by law (a) the Company's obligationsprovisions, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned rights and the Company, dated [Date] (the “CIC Agreement”) or the rights benefits conferred by Section 1542 of the undersigned to enforce such obligations; California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY and (b) any and all obligations law of any state or territory of the Released Parties United States, federal law or principle of common law, or of international or foreign law, that is similar, comparable or equivalent to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws Section 1542 of the Released Parties, and/or pursuant California Civil Code. This reference to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have California law shall not be construed to vested or accrued benefits or entitlements under and in accordance with any applicable plan, mean that California law governs this agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Samples: Settlement Agreement

General Release. For good and valuable consideration(I) Effective as of the Effective Time, the receipt and adequacy of which is hereby acknowledged, Ieach Stockholder, for myself itself and my successorsits past, assignspresent and future members, heirs stockholders or other equity owners, trustees, beneficiaries, direct and representatives indirect subsidiaries, affiliates and its and their respective successors and assigns and any other Person (eachnatural or otherwise) acting or purporting to act on behalf of any of the foregoing, a "Releasing Party"(as to the Stockholder, collectively, “Stockholder Releasers”), does hereby release release, waive, and forever discharge Comtech Telecommunications Corp. (the "Company"), its Parent, Merger Sub and each of their respective past, present and future stockholders, interest holders, members, partners, agents, subsidiaries, parents, affiliates, related organizations, employees, officers, directors, employees, agents and attorneys, administrators, plans, plan administrators, insurers, successors and their respective successors, assigns, heirs and representatives assigns (each, a "Released Party"), individually and collectively, from the “Company Releasees”) from, and does fully waive any obligation of Company Releasees to Stockholder Releasers for, any and all claimsliability, demandsactions, charges, causes of action, liabilities demands, damages, or obligationsclaims for relief, remuneration, sums of money, accounts or expenses (including, but not limited to, attorneys’ fees and costs) of any kind whatsoever, whether known or unknown, pending contingent or not pendingabsolute, liquidated which heretofore has been or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had hereafter may be suffered or may have against any one or more of the Released Parties arising out of, based upon or in any waysustained, directly or indirectly, related to the Company's businessby Stockholder Releasers in consequence of, my employment with the Company arising out of, or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever uponin any way relating to: (a) the Company's obligations, if any, to pay CIC Payments pursuant to ownership of such Stockholder of any ownership interests in the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) Company or the rights of the undersigned to enforce such obligationsits subsidiaries; (b) any events occurring on or prior to the date of this letter agreement; and all obligations (c) transactions between (i) such Stockholder and (ii) any of the Released Parties Company Releasees occurring prior to defendsuch Stockholder’s execution of this letter agreement. This release and waiver does not apply to: (i) any liability or obligation with respect to such Stockholder’s right to receive any of the Common Stock Consideration or the Preferred Stock Consideration; (ii) any rights to enforce the terms of this letter agreement or the Merger Agreement or other documents entered into in connection therewith, indemnify(iii) any agreement entered into after the date hereof, hold harmless or reimburse the undersigned (iv) any right to indemnification now existing under the Indemnification charter or bylaws of the Company or under or pursuant to any contract or agreement in existence prior to the date hereof, including without limitation any director indemnification agreement to which a Stockholder is a party and the Merger Agreement, (v) any claims arising from events occurring after the date such Stockholder executes this letter agreement and (vi) any obligation under any agreement in effect prior to the date of the Merger Agreement between the Company or a Company Subsidiary, on the one hand, and a Stockholder Releaser, on the undersignedother hand, and/or under applicable law and/or under which obligation (A) will begin accruing from and after the respective charters and by-laws Effective Time, or (B) has accrued thereunder as of the Released PartiesEffective Time, and/or but pursuant to insurance policiesthe terms of such agreement is payable after the Effective Time, if anyincluding, without limitation, any employment agreement, severance agreement, change of control agreement or lease, which agreement was made available (as defined in the Merger Agreement) to Parent prior to the date of the Merger Agreement. (II) Effective as of the Effective Time, each of the Company and Parent, for acts itself and its past, present and future members, stockholders or omissions other equity owners, trustees, beneficiaries, direct and indirect subsidiaries, affiliates and its and their respective successors and assigns and any other Person (natural or otherwise) acting or purporting to act on behalf of any of the foregoing, (collectively, “Company Releasers”), does hereby release, waive, and forever discharge each Stockholder and each of their respective past, present and future stockholders, interest holders, members, partners, agents, subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, administrators, plans, plan administrators, insurers, successors and assigns (collectively, the “Stockholder Releasees”) from, and does fully waive any obligation of Stockholder Releasees to Company Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including, but not limited to, attorneys’ fees and costs) of any kind whatsoever, whether known or unknown, contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Company Releasers in consequence of, arising out of, or in any way relating to: (a) any events occurring on or prior to the undersigned’s date of this letter agreement; and (b) transactions between (i) any Company Releaser and (ii) such Stockholder occurring prior to execution of this letter agreement. This release and waiver does not apply to: (i) any rights to enforce the terms of this letter agreement or the Merger Agreement or other documents entered into in connection therewith, (ii) any agreement entered into after the date hereof, (iii) any claims arising from events occurring after the date the Company and Parent execute this letter agreement and (iv) any claims arising from the gross negligence or willful malfeasance of such Stockholder Releasee in his or her capacity as a director, officer and/or employee thereof; and (c) any and all rights of the undersigned may have to vested Company or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyCompany Subsidiary.

Appears in 1 contract

Samples: Merger Agreement (Nationsrent Companies Inc)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Third Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] August 1, 2011 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Samples: Employment Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable considerationEach Obligor (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Agent and each Lender, its stockholdersand each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with Agent or any Lender and the handling of the same by Agent or any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Agent or any Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Agent or any Lender’s obligations under the Loan Documents or any other contracts or agreements between Agent or any Lender and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this release is an essential and all obligations material of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyMatters.

Appears in 1 contract

Samples: Loan, Guaranty and Security Agreement (Proterra Inc)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis First Amended Forbearance Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to xxx or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Amended Forbearance Effective Date, that relate to, arise out of otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) First Amended Forbearance Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this First Amended Forbearance Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Forbearance Period and (c) any the termination of this First Amended Forbearance Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Forbearance Agreement (Wornick CO)

General Release. For good (a) As of the Closing, each of the Sellers, on behalf of itself and valuable considerationeach of its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, personal representatives and assigns, heirs and representatives (each, a "Releasing Party"), hereby release irrevocably releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Company and Buyer, its stockholders, and each of their respective officers, directors, shareholders, equity holders, employees, agents Subsidiaries, predecessors, successors and attorneys, and their respective successors, assigns, heirs and representatives assigns (each, each a "Released Party"), individually and collectively, the “Released Parties”), for and from any and all claimsmanners of actions, demandscauses, causes of action, liabilities suits, debts, dues, compensation, wages, bonuses, Liabilities, rights, costs, expenses (including, without limitation attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, of whatever kind or obligationsnature, in law or in equity, known or unknown, pending foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, and whether or not pendingconcealed or hidden, liquidated whichever have or not liquidatedmay have existed, or which do exist, that may now or hereafter at any time be made or brought against any Released Party by such Seller by reason of every kind or in connection with any matter, cause, thing, action or omission whatsoever, arising, occurring, relating to or in respect of any time up through and nature whatsoever including the date hereof (collectively, the "Released Claims"Matters”); provided that nothing in this paragraph will release any Released Party from any obligations under this Agreement (including the matters set out in the schedules thereto) which or any other Ancillary Agreement. For the Releasing Party hasavoidance of doubt, has had the Released Matters shall include, without limitation, any right to recover against the Company for any indemnification claims made against or may have paid by any Seller pursuant to Article 10. From and after the date hereof, each Seller agrees on behalf of himself, herself or itself to not, directly or indirectly (including, without limitation, in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other party in commencing, instituting or maintaining, any Proceeding of any kind against any one or more of the Released Parties arising out of, based upon or with respect to any Released Matter(s). (b) Each Seller shall indemnify and hold the Released Parties harmless from and against all Damages arising from or in any way, directly or indirectly, related to the Company's business, my employment connection with the Company assertion by such Seller of any claim based upon or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, with respect to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”any Released Matter(s) or the rights breach of any of the undersigned to enforce covenants of such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions Seller set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Section 11.05.

Appears in 1 contract

Samples: Equity Purchase Agreement (Trinet Group Inc)

General Release. (a) For good and valuable consideration, the receipt and adequacy sufficiency of which is are acknowledged by each Indemnitee, each Indemnitee hereby acknowledgedreleases and discharges EEI, IAcquisition Corp. and the Company and their respective affiliates and each of the present and former stockholders, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, attorneys and agents of EEI, Acquisition Corp. and attorneys, the Company and any of their respective successors, assigns, heirs successors and representatives assigns (each, each a "Released Party"), individually ”) of and collectively, from any and all claimscommitments, indebtedness, suits, demands, obligations and liabilities of every kind and nature, including claims and causes of action both in law and in equity, that the Indemnitee and/or his heirs, executors, administrators, successors or assigns ever had, now has or, to the extent arising from or in connection with any action, liabilities omission or obligationsstate of facts taken or existing on or prior to the Effective Time, or may have, after the Effective Time, against any Released Party, whether asserted, unasserted, absolute, contingent, known or unknown, pending including without limitation, commitments, obligations, liabilities and claims arising under or not pendingpursuant to: (1) the articles of incorporation and by-laws or similar organizational documents, liquidated or not liquidatedas amended through the date hereof and through the Effective Time, of every kind the Company and nature whatsoever of its predecessors; (collectively, the "Released Claims"2) which the Releasing Party has, has had statutes entitling stockholders to preemptive or may have against other similar rights; (3) any one or more of the Released Parties matters arising out of, based upon of or in any way, directly or indirectly, related relating to the Company's businessAgreement (except as set forth below), my employment with the Company including rights of contribution, indemnity, subrogation or the termination of such employmentsimilar rights; and (4) any contracts, agreements or understandings, to which any Released Party are parties; provided, however, that this General Release shall have no effect whatsoever uponthe Indemnitees do not release the Released Parties from commitments, obligations, liabilities and claims arising under or pursuant to: (ai) this Agreement; (ii) agreements entered into after the Company's obligations, if any, to pay CIC Payments pursuant Effective Time; or (iii) any claim for fraud arising before or after the Effective Time under the Merger Agreement brought by any Indemnitee against the Released Parties solely in his/her capacity as a former director or officer of the Company prior to the Change Effective Time. (b) By signing this Agreement, each Indemnitee represents that he is entering into this release in Control Agreement between the undersigned all capacities, including, without limitation in his capacities as officer, director and stockholder of the Company, dated [Date] (the “CIC and that he has full power, authority and competence to execute and deliver this Agreement”) or the rights , that each of the undersigned statements herein are true and correct, that the Indemnitee requires no further information to enforce such obligations; (b) any evaluate the advisability of the transactions contemplated by the Merger Agreement and all obligations that he believes that the transactions contemplated by the Merger Agreement are in the best interests of the Indemnitee. Each Indemnitee hereby acknowledge that each of the Released Parties shall be entitled to defend, indemnify, hold harmless or reimburse rely on the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant representations made herein as fully as if such representations were made to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and them directly. (c) Each Indemnitee hereby represents to the Released Parties that: (i) he has not assigned any claim or possible claim against any Released Party, and all rights (ii) he has consulted with counsel or has been afforded the undersigned may have opportunity to vested consult with counsel with respect to the execution and delivery of this agreement and has been fully apprised of the consequences hereof. (d) In case any of the provisions contained in this Section 2 shall for any reason be held to be invalid, illegal or accrued benefits unenforceable in any respect, any such invalidity, illegality or entitlements under unenforceability shall not affect any other provision of this Section 2, but this Section 2 shall be construed as if such invalid, illegal or unenforceable provision has been limited or modified (consistent with its general intent) to the extent necessary to make it valid, legal and in accordance with any applicable planenforceable, agreementor if it shall not be possible to so limit or modify such invalid, program, award, policy illegal or arrangement unenforceable provision or part of a Released Partyprovision, this Section 2 shall be construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Section 2. Notwithstanding the foregoing, however, each Indemnitee acknowledges and agrees that the provisions of this Section 2 are reasonable in context and scope, are a material condition to the willingness of EEI and the Company to enter into and effect the Merger Agreement and effect the transactions contemplated thereby and are intended to be and shall be enforced to the full extent set forth herein.

Appears in 1 contract

Samples: Indemnification and Release Agreement (Electro Energy Inc)

General Release. For good In consideration of the benefits and valuable considerationconsideration set forth in the Employment Agreement by and between myself and the Company, the receipt and adequacy sufficiency of which is hereby acknowledgedacknowledged by me, II for myself, and for myself and my successorsexecutors, heirs, administrators, assigns, heirs and representatives (eachanyone else claiming by, a "Releasing Party")through or under me, hereby release irrevocably and unconditionally, release, remise and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, and its and their present and former agents, servants, employees, officers, directors, employeesstockholders, agents successors and attorneysassigns (collectively, the “Releasees”) from, and their respective successorswith respect to, assignsany and all debts, heirs demands, actions, complaints, charges, causes of action, suits, covenants, contracts, wages, bonuses, damages and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes liabilities and expenses (including attorneys’ fees and costs) whatsoever of action, liabilities any name or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind nature both in law and nature whatsoever in equity (collectively, the "Released collectively “Claims") which the Releasing Party has, has I now have or ever had or may in the future have or assert against the Company or any one or more of the Released Parties Releasees, for or by reason of any matter, cause or thing whatsoever which has happened, developed or occurred on or before the date hereof (except for claims for severance under the Employment Agreement), including, without in any way limiting the generality of the foregoing any Claim that I might otherwise have: (i) for tort or contract, or relating to salary, wages, bonuses, severance, commissions, stock, and stock options, the breach of any oral or written contract or promise, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, medical, disability or other leave; (ii) arising out of, based upon on, or in any wayconnected with my employment, directly or indirectlyincluding terms and conditions of employment, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between by the Company and the undersignedtermination of that employment, and/or including but not limited to claims arising under applicable law and/or under the respective charters and by-laws Section 806 of the Released PartiesXxxxxxxx-Xxxxx Act of 2002, and/or pursuant and any other claims alleging retaliation of any nature; (iii) in any way related to insurance policies, if anystock options vesting or exercise, for acts alleged securities violations; or omissions (iv) for unlawful employment discrimination of any kind, including discrimination due to age, sex, disability or handicap, including failure to offer reasonable accommodations, race, color, religion, pregnancy, sexual orientation, national origin, or sexual or other unlawful harassment arising under or based on Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, the undersigned’s capacity Americans with Disabilities Act (“ADA”), the Equal Pay Act of 1963, the Fair Labor Standards Act of 1938, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Family and Medical Leave Act, the United States Constitution, including any right of privacy thereunder, and any other state or federal equal employment opportunity or anti-discrimination law, policy, order, regulation or guidelines affecting or relating to Claims or rights of employees. I further agree not to institute any Claim to challenge the validity of this Letter or the circumstances surrounding its execution. This is a general release, including a waiver for any Claims of age discrimination under federal and state statutes, such as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyADEA.

Appears in 1 contract

Samples: Employment Agreement (Avatech Solutions Inc)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 5 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under 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 by the Civil Rights Act of 1991 (42 U.S.C. § 1981); 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 Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans 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 fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by law, and/or under applicable law and/or under the respective charters to indemnification as an officer and by-laws director of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in Company and the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any applicable planindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, agreement, program, award, policy or arrangement of a Released Partyand to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time.

Appears in 1 contract

Samples: Retirement Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For good and valuable considerationEach Loan Party (collectively, the receipt and adequacy of which is hereby acknowledged“Releasing Parties”) releases, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Administrative Agent and each Lender, its stockholdersand each of their respective past and present directors, officers, directors, employees, agents and agents, attorneys, and their respective affiliates, predecessors, successors, assigns, heirs administrators and representatives assigns (each, a "Released Party"), individually Parties”) of and collectively, from any and all claims, demandsactions, causes of action, liabilities demands, rights, damages, costs, loss of service, expenses and compensation whatsoever heretofore or obligationshereafter arising from any events or occurrences, known or unknownanything done, pending omitted to be done, or not pendingallowed to be done by any of the Released Parties, liquidated on or not liquidatedbefore the date of execution of this Amendment, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, including, without limitation, any of every kind and nature whatsoever (collectivelythe same arising from or related to anything done, the "Released Claims") which the Releasing Party hasomitted to be done, has had or may have against allowed to be done by any one or more of the Released Parties arising out of, based upon or and ​ ​ in any wayway connected with this Amendment or any of the Loan Documents, directly any other credit facilities provided or indirectlynot provided, related any advances made or not made, or any past or present deposit or other accounts (including, without limitation, “dominion of funds” accounts and lockbox arrangements) of any Releasing Party with any Lender and the handling of the same by any Lender, including, without limitation, the manner and timing in which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Company's businessReleasing Parties, my employment with the Company honoring or returning of any checks drawn on any account, and any other dealings between the termination of such employmentReleasing Parties and the Released Parties (the “Released Matters”); provided, however, that (A) Releasing Parties shall retain their rights to funds in deposit accounts held with any Lender, as applicable, funds in transit for deposit into any such account and any refunds to which such Releasing Party is entitled to, subject to in each case any applicable security interests of Administrative Agent or any Lender therein, and any right of offset or recoupment with respect thereto, and (B) Released Matters shall not include Administrative Agent and the Lenders’ obligations under the Loan Documents or any other contracts or agreements between Administrative Agent and/or any Lender, on one hand, and Releasing Parties from and after the effectiveness of this General Release shall have no effect whatsoever upon: Amendment. Releasing Parties each further agree never to commence, aid or participate in (a) the Company's obligations, if any, to pay CIC Payments pursuant except to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) extent required by order or the rights legal process issued by a court or governmental agency of the undersigned to enforce such obligations; (bcompetent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that this waiver and all obligations release is an essential and material component of this Amendment, and that the agreements in this paragraph are intended to be in full satisfaction of any alleged injuries or damages to or of any Releasing Parties in connection with the Released Matters. Each Releasing Party represents and warrants that it has not purported to convey, transfer or assign any right, title or interest in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the Released Matters. Releasing Parties each also understand that this release shall apply to defend, indemnify, hold harmless all unknown or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws unanticipated results of the transactions and occurrences described above, as well as those known and anticipated. Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the intention of fully and finally extinguishing all Released PartiesMatters. In furtherance of this general release, and/or pursuant to insurance policies, if any, for acts or omissions in Releasing Parties each acknowledge and waive the undersigned’s capacity as a director, officer and/or employee thereof; and benefits of California Civil Code Section 1542 (c) any and all rights similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: 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, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. ​ Releasing Parties each have consulted with legal counsel prior to signing this release, or had an opportunity to obtain such counsel and knowingly chose not to do so, and each Releasing Party executes such release voluntarily, with the undersigned may have to vested or accrued benefits or entitlements under intention of fully and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a finally extinguishing all Released PartyMatters.

Appears in 1 contract

Samples: Credit Agreement (Calavo Growers Inc)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to xxx or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Forbearance Period and (c) any the termination of this Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Forbearance Agreement (Wornick CO)

General Release. For good This General Release (“Release”) is executed and valuable considerationdelivered 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 is Employee hereby acknowledgedacknowledges, IEmployee hereby fully, for myself finally, completely and my generally releases, absolves and discharges Company, its predecessors, successors, assignssubsidiaries, heirs parents, related companies and representatives (eachbusiness concerns, a "Releasing Party")affiliates, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")partners, its stockholderstrustees, directors, officers, directorsagents, attorneys, servants, representatives and employees, agents past and attorneyspresent, and their respective successors, assigns, heirs and representatives each of them (each, a "Released Party"), individually and collectively, hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, liabilities or grievances, arbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, profit sharing or bonus claims, expenses, damages, judgments, orders and/or liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknownunknown to Employee, pending which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them, through the date Employee executes this Release (“Claims”), including specifically but not pending, liquidated or not liquidated, of every kind exclusively and nature whatsoever (collectively, without limiting the "Released Claims") which the Releasing Party has, has had or may have against any one or more generality of the Released Parties foregoing, any and all Claims arising out of, based upon of or in any wayway connected to Employee’s employment with or separation of employment from Company, including any Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, harassment, discrimination and retaliation in employment, any and all acts or omissions in contravention of any federal, state or local laws or 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 Employment Act (the “ADEA”), the Americans with Disabilities Act, the National Labor Relations Act, the California Fair Employment and Housing Act, and 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 above, 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 Release shall prevent Employee from filing, cooperating with, or participating in any proceeding before the 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 recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any Claims released herein. During the time Employee is entitled to any Change in Control Payment, Severance Payment or Severance Benefits, as defined and provided in the Agreement, Employee agrees (i) to assist, as reasonably requested by Company, in the transition of Employee’s responsibilities and (ii) not to, directly or indirectly, related solicit or attempt to the Company's businesssolicit any employee, my employment independent contractor or 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 other person or entity. Employee agrees to cooperate with the 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 termination 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 (for example, but not limited to, subpoenas) received by Employee in connection with any such employmentproceedings, 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 General section. Without superseding any other agreements, including the Agreement, and obligations Employee has with respect thereto, (i) Employee agrees not to divulge or 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 extent (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 have no 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 whatsoever upon: (a) the Company's obligationsaccording 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 well as those relating to pay CIC Payments pursuant any other claims, 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 other than the claims that are released by this instrument. Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the Change 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 Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and effect in all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity respects as a directorcomplete and general release as to all matters released herein, officer and/or employee thereof; and (c) notwithstanding any and all rights such different or additional facts. Employee further acknowledges that Employee is familiar with the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable planprovisions of California Civil Code Section 1542, agreement, program, award, policy or arrangement of a Released Party.which states as follows:

Appears in 1 contract

Samples: Employment Agreement (Urs Corp /New/)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination Termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Fifth Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] December 22, 2014 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Samples: Employment Agreement (Comtech Telecommunications Corp /De/)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself on behalf of Minor and my successorsXxxxx’s Representatives, assignshereby IRREVOCABLY, heirs and representatives (eachUNCONDITIONALLY, a "Releasing Party"AND FOREVER RELEASE, DISCHARGE, ABSOLVE, AND COVENANT NOT TO SUE Global(x), hereby release NORTH POINT MINISTRIES INC., THE 410 BRIDGE, Inc.,and churches or other charitable organizations cooperating in the Service Trip, and forever discharge Comtech Telecommunications Corp. all of their respective parents, subsidiaries, affiliated entities, successors and assigns (the "Company"hereinafter, “Released Entities”), its stockholders, officersand the respective members, directors, officers, trustees, elders, deacons, managers, employees, agents and attorneysrepresentatives, agents, and their respective successorsvolunteers of the Released Entities (hereinafter, assigns, heirs and representatives (each, a "Released Party"Parties”), individually from and collectively, from with respect to any and all claimsINJURIES, demandsLOSSES, causes of actionDAMAGES, liabilities CLAIMS, ACTIONS, RIGHTS, LIABILITIES, CAUSES OF ACTION, DEMANDS, OR OTHERWISE (collectively, “Claims and Liabilities”), and agree that the Released Parties SHALL NOT BE LIABLE FOR SUCH CLAIMS AND LIABILITIES, ARISING FROM MINOR’S PARTICIPATION IN THE SERVICE TRIP, or obligationsmy request for Minor to be permitted to participate in the Service Trip, WHETHER FOR PERSONAL INJURIES, PROPERTY DAMAGE, ILLNESS, DEATH, THE DISCLOSURE OF MEDICAL INFORMATION, OR IN ANY WAY RELATED TO EMERGENCY MEDICAL TREATMENT PROVIDED TO MINOR, OR IN CONNECTION WITH THE MEDIA LICENSE DESCRIBED BELOW, whether foreseen or unforeseen, present or future, known or unknown, pending even if caused by, or not pending, liquidated arising in whole or not liquidated, of every kind and nature whatsoever (collectivelyin part from, the "Released Claims") which the Releasing Party hasNEGLIGENCE, has had or may have against FAULT, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER ACT, CONDUCT OR STATUS of any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts except only Claims and Liabilities resulting from the gross negligence or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested willful or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement wanton misconduct of a Released Party. Furthermore, I, on behalf of Minor and Minor’s Representatives, agree to INDEMNIFY, DEFEND, AND HOLD HARMLESS the Released Parties from and against ANY AND ALL CLAIMS AND LIABILITIES released herein. This indemnification INCLUDES ALL COSTS OF DEFENDING SUCH CLAIMS, INCLUDING ATTORNEYS’ FEES, COSTS, AND EXPENSES, whether suit is filed or not.

Appears in 1 contract

Samples: Team Agreement

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Ia. Each Party, for myself themselves and my successorson behalf of their respective officers, directors, shareholders, agents, representatives, employees, owners, administrators, members, executors, heirs, assigns, heirs predecessors and representatives (each, a "Releasing Party")successors in interest, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")each other Party, its stockholdersincluding such Party’s respective past, present and future officers, directors, shareholders, agents, attorneys, representatives, employees, agents and attorneysowners, and their respective successorsadministrators, members, executors, heirs, assigns, heirs predecessors and representatives (eachsuccessors in interest, a "Released Party")and all other person, individually and collectivelyfirms, corporations, agencies, or governmental entities or agencies with whom any of the former have been, are now, or may hereafter be affiliated, from any and all past, present and future claims, demands, obligations, and causes of action of any nature whatsoever, and whether now known or unknown, suspected or unsuspected, which are based upon or arise out of or in connection with the rights, privileges, obligations, actions, inactions or other decisions with respect to the operation or administration of Permit No. 71 and any allocation, storage, or releases of water from Eagle Nest Reservoir, or maintenance of Eagle Nest Dam and the infrastructure associated therewith by which water is delivered to various parties herein from Eagle Nest Reservoir regardless of whether such matters arise out of or are in connection with contract, deed, agreement, negligence, intentional acts or otherwise, and inclusive of all such claims asserted in Case No. 2002-325- CV, Eighth Judicial District, State of New Mexico and such claims as could have been asserted therein. Notwithstanding the foregoing, however, any claims of any Party against any other Party arising from or related to an executory provision of this Agreement or any instrument executed and delivered by any of the parties pursuant to this Agreement are not released hereby. The Parties expressly release any and all past, present and future claims in connection with the released claims, but which said Parties do not know of or suspect to exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which if known, would materially affect their decision to enter into this release. Each Party acknowledges that no other Party, nor any agent or attorney of any Party, has made any promise, representation, or warranty whatsoever, express or implied, not expressly contained herein, concerning the subject matter hereto so as to induce him or her to execute this Release; and each Party acknowledges that this Release was not executed in reliance on any promise, representation or warranty not contained herein other than as may be contained in this Settlement Agreement. b. The Parties acknowledge and agree that this Release is executed by each as a compromise and settlement of disputed claims and defenses, and shall not be construed as an admission of any liability or wrongdoing of any kind by any party, and is the result of a compromise entered into to avoid the expense and uncertainty of litigation and to promote comity and the efficient administration of Permit No. 71. c. Each Party warrants that no other person had or claims any interest in any of the claims, demands, causes of action, liabilities or obligations, known damages, or unknownliabilities referred to herein; that each Party has the sole right to execute this Release and to bind itself and its successors and assigns hereby; that it has not sold, pending assigned, transferred, conveyed or not pendingotherwise disposed of any claims, liquidated demands, causes of action, obligations, damages or not liquidatedliabilities referred to herein. d. Each Party has made an independent investigation of the facts and has been advised by its own attorneys. Each of the Parties fully understands that if any fact with respect to any matter covered by this Release is found hereafter to be other than, or different from the facts now believed by it to be true, each expressly accepts and assumes the risk of every kind the possible differences in facts and nature whatsoever (collectivelyagrees that this Release shall be and remain effective notwithstanding the difference in facts. e. If, for any reason, this Agreement is terminated, deemed invalid or unenforceable by a court of competent jurisdiction, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or release contained in any way, directly or indirectly, related to the Company's business, my employment with the Company or this Agreement shall not survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, settlement agreement, program, award, policy but being part of this settlement agreement shall terminate with the settlement agreement. This Paragraph 21 of this Agreement may not be severed from this Agreement in whole or arrangement of a Released Partyin part.

Appears in 1 contract

Samples: Settlement Agreement

General Release. For good Effective upon the Closing, except with respect to claims arising pursuant to the terms of this Agreement or any other Transaction Documents or the agreements contemplated hereby or thereby, including, without limitation, a Seller’s right to seek contribution from any other Seller with respect to a Seller’s indemnification obligations arising under this Agreement, each Seller and valuable considerationthe Company, the receipt on behalf of itself and adequacy of which is hereby acknowledged, I, for myself and my successorsits Affiliates, assigns, heirs and representatives (each, a "Releasing Party")beneficiaries, hereby release unconditionally and irrevocably waives, releases and forever discharge Comtech Telecommunications Corp. (the "Company"), discharges Buyer and each of its stockholderspast and present directors, officers, directorsmanagers, employees, agents and attorneysagents, and their respective predecessors, successors, assigns, heirs equityholders, partners, insurers, and representatives Affiliates (each, a "the “Released Party"), individually and collectively, Parties”) from any and all Liabilities of any kind or nature whatsoever, in each case, whether absolute or contingent, liquidated or unliquidated, known or unknown, which such Seller now has or may hereafter have against the Released Parties, by reason of any matter, cause, act, omission or thing whatsoever existing or occurring on or prior to the Closing and such Seller shall not seek to recover any amounts in connection therewith or thereunder from the Released Parties. Each Seller understands that this is a full and final release of all claims, demands, causes of actionaction and Liabilities of any nature whatsoever, liabilities or obligations, known or unknown, pending whether or not pendingknown, liquidated suspected or not liquidatedclaimed, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had that could have been asserted in any legal or may have equitable Proceeding against any one or more of the Released Parties arising out ofby reason of any matter, based upon cause, act, omission or in any way, directly thing whatsoever existing or indirectly, related occurring prior to the Company's businessClosing, my employment except as expressly set forth in this Section 7(k). Each Seller represents that it is not aware of any claim by it other than the claims that are waived, released and forever discharged by this Section 7(k). To the extent permitted by applicable Law, each Seller expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Seller acknowledges that the Company consideration payable to such Seller as a result of the Transactions provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Section 7(k) and this Agreement. Each Seller hereby represents and warrants that such Seller has access to adequate information regarding the terms of this release, the scope and effect of the releases set forth herein, and all other matters encompassed by this Section 7(k) to make an informed and knowledgeable decision with regard to entering into the release contained in this Section 7(k) and has not relied on any other party in deciding to enter into the release contained in this Section 7(k) and has instead made his own independent analysis and decision to enter into the release contained in this Section 7(k). Each Seller acknowledges that such Seller has received or has had the termination opportunity to receive independent legal advice from such Seller’s attorneys regarding the releases set forth in this Section 2, and such Seller hereby assumes full responsibility for any damages, loss or liability which such Seller may hereunder incur by reason of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partywaiver.

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications Systems Inc)

General Release. For good As of the Effective Date, except as to the rights and valuable considerationobligations provided for under the terms of this Agreement, the receipt Named Plaintiffs and adequacy each Class Member, on behalf of which is hereby acknowledged, I, for myself himself or herself and my successorson behalf of his or her respective heirs, assigns, heirs beneficiaries, and representatives successors (each, a "the “Releasing Party"Parties”), hereby release shall automatically be deemed to have fully and irrevocably released and forever discharge Comtech Telecommunications Corp. (the "Company")discharged Defendant, and all of its stockholderspast, present and future predecessors, successors, parents, subsidiaries, divisions, employees, Affiliates, assigns, officers, directors, employeesshareholders, agents and representatives, attorneys, insurers and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Defendant Releasees”) from any and all losses, fees, charges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, attorneys’ fees, actions, and causes of actionaction of every nature, liabilities or obligationscharacter, and description, whether known or unknown, pending asserted or not pendingunasserted, suspected or unsuspected, fixed or contingent, legal, statutory, or equitable, based on contract, tort, or any other theory, that result from, arise out of, and/or in any way relate to the conduct, omissions, duties, or facts during the Class Period that were or could have been alleged in the Complaint (the “Released Claims”) relating to the assessment of APSN Fees or Retry Fees. Each Class Member is barred and permanently enjoined from bringing on behalf of themselves, or through any person purporting to act on their behalf or purporting to assert a claim under or through them, any of the Released Claims against the Defendant Releasees in any forum, action, or proceeding of any kind. In addition to any other defenses the Defendant Releasees may have at law, in equity, or otherwise, to the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. The Releasing Parties may hereafter discover facts other than or different from those that he/she knows or believes to be true with respect to the subject matter of the claims released herein, or the law applicable to such claims may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date, he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and released known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had contingent or may have against any one or more non-contingent claims with respect to all of the Released Parties arising out ofmatters described in or subsumed by herein. Further, based upon each of those individuals agree and acknowledge that he/she shall be bound by this Agreement, included by the release herein and that all of their claims in the Action shall be dismissed with prejudice and released, whether or not such claims are concealed; without regard to subsequent discovery of different or additional facts and subsequent changes in the law; and even if he/she never receives actual notice of the Settlement, never receives forgiveness of Uncollected Amounts, and/or never receives a distribution of funds or credits from the Settlement. Except for the forgiveness of Uncollected Amounts provided for in Section 3, nothing in this Agreement shall operate or be construed to release any wayclaims or rights that Defendant has to recover any past, directly present or indirectlyfuture amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, related to the Company's business, my employment loans or other debts with the Company or the termination of such employment; providedDefendant Releasees, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change terms and conditions of such accounts, loans, or any other debts. Likewise, nothing in Control this Agreement between the undersigned and the Companyshall operate or be construed to release any defenses, dated [Date] (the “CIC Agreement”) rights, or the rights of the undersigned set-off that Named Plaintiffs or any Class Member has other than with respect to enforce such obligations; (b) any and all obligations of the Released Parties Claims, in the event the Defendant Releasees seek to defendrecover any past, indemnifypresent, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedfuture amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiesloans, and/or or other debts with Defendant Releasees, pursuant to insurance policiesthe terms and conditions of such accounts, if anyloans, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyother debts.

Appears in 1 contract

Samples: Settlement Agreement

General Release. For good Notwithstanding the below, this release shall not apply to, and valuable considerationthe terms “Claims” shall not include, any rights you have under the Agreement. (a) In consideration for the right to receive the Transaction Bonus in accordance with the terms of the Agreement and the mutual promises contained in the Agreement and in this General Release, you (on behalf of yourself and your heirs, administrators, representatives, executors, successors and assigns) hereby knowingly and voluntarily release and discharge, to the fullest extent permitted by law, the receipt Company and adequacy of which is hereby acknowledgedits predecessors, I, for myself successors and my successors, assigns, heirs its and representatives their respective direct or indirect parents, subsidiaries and affiliated entities, and, with respect to each and all of the foregoing entities (each, a "Releasing Party"including the Company), hereby release all of its and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their respective present and former officers, directors, employees, agents and agents, attorneys, members, owners, shareholders, partners, members, representatives, trustees, employee benefit plans and their respective successorsadministrators or fiduciaries of such plans (all of the foregoing, assignsincluding the Company, heirs and representatives (each, a "collectively referred to as “Released Party"Parties”), each individually and collectivelyin their representative capacities, of and from any and all actions, agreements, claims, demandsdamages, causes expenses (including attorney’s fees and costs), judgments, liabilities, obligations or suits of actionany kind whatsoever, liabilities in law, equity or obligationsotherwise, in any jurisdiction, whether known or unknown, pending suspected or not pendingclaimed, liquidated specifically mentioned herein or not liquidatednot, which you had, have or may have against any of every kind the Released Parties by reason of any actual or alleged act, event, occurrence, omission, practice or other matter whatsoever from the beginning of time up to and nature whatsoever including the date that you sign this General Release, (collectively, “Claims”), including but not limited to Claims arising out of or in any way relating to: • your services as an employee, consultant, officer or director of the "Released Company and/or its predecessors, successors and assigns, and its and their respective direct or indirect parents, subsidiaries and affiliated entities, on or prior to the date that you execute this General Release (except as provided or contemplated in the Agreement); • any common law, public policy, company policy, contract (whether oral or written, express or implied) or tort law having any bearing whatsoever on the terms and conditions of your employment (except as provided or contemplated in the Agreement); • any federal, state or local law, ordinance or regulation including, but not limited to, the following (each as amended, if applicable): Age Discrimination in Employment Act (including Older Workers Benefit Protection Act); Americans with Disabilities Act; Civil Rights Act of 1866; Civil Rights Act of 1991; Employee Retirement Income Security Act of 1974 (except as to any vested benefits under the Company’s ERISA-covered employee benefit plans, if any); Equal Pay Act; Family and Medical Leave Act of 1993; National Labor Relations Act; Title VII of the Civil Rights Act of 1964; Worker Adjustment and Retraining Notification Act; Chapter 21 of the Texas Labor Code; and any other law, ordinance or regulation regarding discrimination or harassment or any terms or conditions of employment. Except as provided in the Agreement, you agree that you have entered into this General Release as a compromise and in full and final settlement of all Claims") which the Releasing Party has, has if any, that you have, had or may have against any one or more and all of the Released Parties up to and including the date that you sign this General Release. Except as provided in the Agreement, you also agree that, although you may hereafter discover Claims presently unknown or unsuspected, or new or additional facts from those which you now know or believe to be true, you intend to provide a complete waiver of all Claims based on any facts and circumstances, whether known or unknown, up to and including the date that you sign this General Release. (b) Notwithstanding the foregoing, “Claims” does not include (i) claims to enforce the terms of this General Release, (ii) claims that arise after the date that you sign this General Release, (iii) claims that cannot be released by a private settlement agreement (such as statutory claims for worker’s compensation/disability insurance benefits and unemployment compensation), (iv) any indemnification rights you may have, if any, in accordance with the Company’s governance instruments or under any director and officer liability insurance maintained by the Company, and/or (v) claims arising out of, based upon under the Agreement. (c) You represent that you have not assigned or in transferred your rights with respect to any wayClaims and that you have not filed, directly or indirectlyindirectly any legal proceeding against any Released Parties relating to any Claims. If you commence (or commenced) or participate in any action or proceeding (including as a member of a class of persons) relating to any Claims, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall be a complete defense in such action or proceeding with respect to such Claims and, to the maximum extent permitted by law, you (and your heirs, administrators, executors, representatives, successors and assigns) will have no effect whatsoever upon: right to obtain or receive, and will not seek or accept, any damages, settlement or relief of any kind (aincluding attorneys’ fees and costs) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce connection with such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyClaims.

Appears in 1 contract

Samples: Employment Agreement (Zimmer Biomet Holdings, Inc.)

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General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself and my successorson behalf of himself and each of his heirs, executors, administrators, personal representatives, successors and assigns, heirs and representatives (each, a "Releasing Party")to the maximum extent permitted by law, hereby release acknowledges full and complete satisfaction of and fully and forever discharge Comtech Telecommunications Corp. releases, acquits and discharges (A) each of the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Fully Released Party"), individually and collectivelyParties , from any and all claims, demands, suits, causes of action, liabilities or liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, pending suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by Executive of this Agreement (but not pending, liquidated including Executive’s or not liquidated, of every kind and nature whatsoever the Company’s performance under this Agreement) (collectively, the "Released Claims"”), and (B) which the Releasing Party has, has had or may have against any one or more each of the Employment Related Released Parties from any and all Released Claims arising out ofof Executive’s application for and employment with the Company, based upon Parent and their respective subsidiaries, his being a director, officer or employee of the Company, Parent and their respective subsidiaries, or the Separation, including, without limitation in each case (A) and (B), any of the foregoing arising out of or in any way, directly or indirectly, way related to the Company's business, my or based upon: (i) Executive’s application for and employment with the Company Company, Parent and their respective subsidiaries, his being a director, officer or the termination employee of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) Parent and their respective subsidiaries, or the rights of the undersigned to enforce such obligations; Separation; (bii) any and all obligations of the Released Parties to defendclaims in tort or contract, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested claims alleging breach of an express or accrued benefits implied, or entitlements under and in accordance with any applicable planoral or written, agreement, program, awardcontract, policy manual or arrangement employee handbook; (iii) any alleged misrepresentation, defamation, interference with contract, intentional or negligent infliction of a Released Partyemotional distress, sexual harassment, negligence or wrongful discharge; or (iv) any federal, state or local statute, ordinance or regulation, including but not limited to the Age Discrimination in Employment Act of 1987, as amended.

Appears in 1 contract

Samples: Separation and General Release Agreement (GT Solar International, Inc.)

General Release. For Executive acknowledges that the benefits described in this Agreement will constitute full settlement of all of his rights under the Agreement and the Employment Agreement. IN CONSIDERATION of the benefits set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself on behalf of Executive and my successorsExecutive’s heirs, executors, administrators, and assigns, heirs hereby releases and representatives (eachdischarges Vishay Americas, a "Releasing Party")the Company and each of their respective past, hereby release present and forever discharge Comtech Telecommunications Corp. (the "Company")future subsidiaries, its stockholdersdivisions, affiliates and parents, and their respective current and former officers, directors, employees, agents agents, shareholders, employee benefit plans (and the administrator(s) and fiduciaries of such plans), attorneys, and/or owners, and their respective successors, and assigns, heirs and representatives any other person or entity claimed to be jointly or severally liable with Vishay Americas, the Company or any of the aforementioned persons or entities (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, demands, manner of actions and causes of action, liabilities or obligationssuits, known or unknowndebts, pending or not pendingdues, liquidated or not liquidatedaccounts, of every kind bonds, covenants, contracts, agreements, judgments, charges, claims, attorney’s fees, costs, expenses, and nature demands whatsoever (collectively, the "Released Claims") which the Releasing Party hasExecutive and Executive’s heirs, has had executors, administrators, and assigns have, had, or may hereafter have against any one or more of the Released Parties or any of them arising out ofof or by reason of any cause, based upon matter, or in any way, directly or indirectly, related thing whatsoever from the beginning of the world to the date hereof (the “General Release”). The Claims covered by this General Release include, but are not limited to, all Claims relating to or arising out of Executive’s employment by the Company's business. The Claims covered by this General Release also include, my employment but are not limited to any and all Claims arising under any employment-related federal, state, or local statute, rule, or regulation, any federal, state or local anti-discrimination law, or any principle of tort, contract law or common law, including but not limited to, 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 Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act, the Equal Pay Act of 1963, as amended, § 29 U.S.C. 206(d); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., 42 U.S.C. § 1981, the Company 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 Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §§ 200ff et seq., the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., the Connecticut Fair Employment Practices Act, CT Gen. Stat. § 46a-51 et seq., the Connecticut Whistleblower Law, CT Gen. Stat. § 31-51m, the Connecticut Free Speech Law, CT Gen. Stat. § 31-51q, and any other federal, state, or the termination of such employmentlocal statute; provided, however, that Executive does not release or discharge the Released Parties from any of the Company Group’s obligations to Executive under or pursuant to (i) Sections 2, 3 and 5 of this Agreement, (ii) Vishay Americas’ employee welfare benefit plans and employee benefit pension plans (other than severance benefit plans) applicable to Executive, subject to the terms and conditions of those plans, or (iii) claims for indemnification under the by-laws or policies of insurance of Vishay Americas or 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 Executive, any such wrongdoing being expressly denied. If a Claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceedings based on such a claim in which a Released Party is a party. Executive represents and warrants that Executive fully understands the terms of this General Release, that Executive has been and hereby is encouraged to seek, and has sought, the benefit of advice of legal counsel, and that Executive knowingly and voluntarily, of Executive’s own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as Executive’s own free act. Executive further represents and warrants that Executive has not filed, and will not file or initiate, or cause to be filed or initiated on Executive’s behalf, any lawsuit against any of the Released Parties before any federal, state, or local agency, court, or other body asserting any Claims barred or released in this General Release, and will not voluntarily participate in such a proceeding. If Executive breaches this promise, and the action is found to be barred in whole or in part by this General Release, Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Released Party in defending against those Claims that are found to be barred by this General Release. Notwithstanding the foregoing, nothing in this General Release shall have no effect whatsoever upon: (a) preclude or prevent Executive from filing a lawsuit which challenges the Company's obligationsvalidity of this General Release. Nothing in this General Release shall preclude or prevent Executive from filing a charge with the United States Equal Employment Opportunity Commission, if anySecurities Exchange Commission, to pay CIC Payments Occupational Health & Safety Administration or a similar state or local agency or pursuant to an applicable whistleblower statute. Executive may take twenty-one (21) days to consider whether to execute the Change in Control Agreement between containing this General Release. Upon Executive’s execution of the undersigned Agreement, Executive will have seven (7) days after such execution during which Executive may revoke such execution. In order for a revocation of the Agreement to be effective, written notice of such revocation must be received by Vishay Americas within the aforementioned seven (7) day period. If seven (7) days pass without receipt of such notice of revocation, this Agreement, including the General Release contained herein, shall become binding and effective. Executive understands that the benefits provided under this Agreement are conditioned on this General Release and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any Subsequent Release becoming binding and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyeffective.

Appears in 1 contract

Samples: Transition Agreement (Vishay Intertechnology Inc)

General Release. For good (a) Effective upon the Closing, Tanus, on behalf of himself and valuable considerationeach of his Affiliates and Family Members, the receipt and adequacy each Seller, and each of which is hereby acknowledgedtheir respective heirs, Iadministrators, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersexecutors, officers, directors, employees, stockholders, partners, managers, members, agents and attorneysrepresentatives, and the successors and assigns of each (individually, a “Releasor”, collectively, the “Releasors”), FULLY AND FINALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX, the Company, the Subsidiaries, Purchaser and their respective Affiliates (and, to the extent they would be liable in respect of their position with the foregoing, each of the present and former officers, directors, stockholders, members, partners, managers, representatives, employees, agents, affiliates, subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, personal representatives and representatives attorneys of the foregoing) (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claimsActions, demandsEncumbrances, causes Contracts, promises, offers, Damages, Liabilities and compensation of actionany kind or nature whatsoever, liabilities or obligationsKNOWN OR UNKNOWN, known or unknownSUSPECTED OR UNSUSPECTED, pending or not pendingFORESEEN OR UNFORESEEN, liquidated or not liquidatedKNOWN OR UNKNOWN, of every kind and nature whatsoever DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, FIXED OR CONTINGENT, PAST, PRESENT OR FUTURE, IN LAW OR IN EQUITY (collectively“Claims”), the "Released Claims") which the Releasing Party hasReleasors now have, has have ever had or may hereafter have against any one or more of the Released Parties arising out of, based upon contemporaneously with or in any way, directly or indirectly, related prior to the Company's businessClosing Date or on account of or arising out of any matter, my employment cause or event occurring contemporaneously with or prior to the Company or the termination of such employmentClosing Date; provided, however, that this General Release nothing contained herein shall have no effect whatsoever upon: operate to release (ai) any obligations of Purchaser, the Company or its Subsidiaries arising under the Transaction Agreements, (ii) any of the other Transaction Agreements to which such Releasor is a party or (iii) any obligations for payment of amounts accrued on the Company's obligations, if any, ’s Interim Financial Statements but not paid to pay CIC Payments pursuant any such Releasor prior to the Change Closing Date. In compliance with any Law which requires a specific release of unknown claims or benefits, Tanus and each Seller, individually and on behalf of its respective Releasors, acknowledges that this release includes a release of unknown claims (except Fraud Claims), and hereby expressly waives and relinquishes any and all such claims, rights or benefits that such may have which are unknown at the effective time of this release. Such Parties understand and agree that if, hereafter, such parties discover facts different from or in Control Agreement between addition to those that they now know or believe to be true, that the undersigned waivers and the Company, dated [Date] (the “CIC Agreement”) releases granted hereby shall be and remain effective in all respects notwithstanding such different or additional facts or the rights discovery of such facts, except in the undersigned to enforce such obligations; case of Fraud Claims. (b) Tanus and each Seller (on behalf of itself and each of its respective Releasors) further agrees not to institute any Action, and all obligations will not cooperate or assist in any such Action, against the Released Parties, or any of them, pursuing any Claim released pursuant to Section 7.6(a). (c) Tanus and each Seller represents that it has not assigned any Claim or potential Claim against the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between any other Person. (d) It is understood and agreed that the Company (on behalf of itself and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the other Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in ) does not admit any liability regarding the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partymatters released hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fortune Brands Home & Security, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of which is hereby acknowledgedthis Amendment by the Administrative Agent and the Lenders and the accommodations to the Borrower and the other Credit Parties set forth herein, Ieach of the Borrower and the other Credit Parties, for myself on behalf of itself and my successorsits successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent, the Collateral Agent, and/or the Lenders, in each case, in any capacity and their respective affiliates, 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 consultants, agents, attorneys and attorneysother 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. The execution by the Borrower and the Credit Parties hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyprior to the date hereof. In entering into this Amendment, the "Released Claims") which Borrower and the Releasing Party hasother Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: the Credit Agreement (aas amended hereby) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Credit Agreement (Trico Marine Services Inc)

General Release. For good and valuable consideration, (a) In consideration of the receipt and adequacy payment of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives the Retention Bonus or Severance Pay (each, a "Releasing Party"the “Payment”), hereby release as applicable, as provided for in the Agreement, Employee voluntarily, completely, and unconditionally releases, waives, and forever discharge Comtech Telecommunications Corp. discharges to the maximum extent permitted by law the Released Parties (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, defined below) from any and all claims, demands, liabilities, and causes of actionaction of whatever kind or character, liabilities whether vicarious, derivative, or obligationsdirect, and whether known or unknownunknown (individually a “Claim” and collectively the “Claims”), pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or that Employee now may have or ever have had against any one or more of the Released Parties arising Parties. (b) The Claims released and waived by this Release include without limitation any and all Claims (including for attorneys’ fees) (i) growing out of, based upon resulting from, or connected in any wayway with Employee’s employment or the employment practices of the Company; (ii) for any bonus, severance pay, or other incentive or extra compensation; (iii) based on the common law or any federal, state, or local statutory or constitutional provision that applies or is asserted to apply, directly or indirectly, related to Employee’s employment, such as Claims based on contract or in tort (including for fraudulent inducement) or under any employment discrimination or fair employment practices statute, including but not limited to the Company's businessAge Discrimination in Employment Act (“ADEA”); and (iv) based on any other act, my employment with the Company conduct, or the termination omission of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights any of the undersigned Released Parties. (c) Employee acknowledges and agrees that Employee forever waives any right to enforce such obligations; (b) recover, and will not request or accept, anything of value from any and all obligations of the Released Parties to defendas compensation or damages growing out of, indemnifyresulting from, hold harmless or reimburse connected in any way with Employee’s employment, the undersigned under the Indemnification Agreement between employment practices of the Company and the undersignedor with any other act, and/or under applicable law and/or under the respective charters and by-laws conduct, or omission of any of the Released Parties, and/or pursuant other than the Payment, whether sought directly by Employee or by any administrative agency or other public authority, individual, or group of individuals on Employee’s behalf. (d) This Paragraph 1 does not waive or release the right to insurance policiesreceive the Payment, if anyany remaining rights that Employee may have under the Agreement, for acts any Claims under the ADEA that arise after the date Employee signs this Release, or omissions any rights, Claims, or relief that cannot by law be released. (e) The “Released Parties” are (i) the Company; (ii) any parent, subsidiary, affiliate, predecessor, successor, or assign of the entities named or described in the undersigned’s capacity as a director, officer and/or employee thereofclauses (i) to (ii); and (ciii) any current or former officer, director, partner, shareholder, owner, member, manager, joint venturer, trustee, fiduciary, agent, employee, associate, representative, administrator, investment advisor, employee benefit plan sponsored or maintained by, insurer, or attorney of or for any of the entities and all rights the undersigned may have to vested persons named or accrued benefits or entitlements under described in clauses (i)-(iii) and in accordance any capacity. (f) The Parties agree and acknowledge that nothing in this Release precludes Employee from (i) from filing a charge or complaint with, providing information to, or cooperating with an investigation being conducted by, a government agency (such as the Equal Employment Opportunity Commission) or (ii) giving truthful testimony under oath in any applicable plan, agreement, program, award, policy legal proceeding or arrangement of a Released Partymaking truthful statements or disclosures that are required by law or valid legal process.

Appears in 1 contract

Samples: Retention Bonus and Severance Agreement (GeoMet, Inc.)

General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of 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 and 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 of this Agreement, that relate to, arise out of or otherwise are in connection with any or all of the Transaction Documents or transactions contemplated thereby, in each case, to the extent that the applicable acts or omissions of the applicable Releasee(s) occurred on or prior to the date of this Agreement (collectively, the “Released Matters”); provided that this Section 7.07(a) shall not release any Releasee from (i) its duties, obligations and agreements specifically set forth in this Agreement and (ii) any Released Matters arising from the bad faith, gross negligence, willful misconduct or actual fraud of any Releasee. (b) Each of the Releasors, hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or the other Loan Parties pursuant to Section 7.07(a) hereof; provided that this Section 7.07(b) shall not restrict, inhibit or otherwise prevent any Releasor from seeking declaratory judgment (or other declaratory relief), asserting any defenses or counterclaims resulting from, or related to, claims brought against the such Releasor by any Releasee (including any claims brought by any Releasee with respect to any alleged Event of Default resulting from, or related to, the Borrower’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022). If the Borrower, the Loan Parties or any of their respective successors, assigns, heirs and assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which Borrower and the Releasing Party hasother Loan Parties, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all reasonable attorneys’ fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 1 contract

Samples: Temporary Waiver and Exchange Agreement (Sientra, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Purchasers’ and adequacy the Collateral Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Company, for myself Sprout and my successorseach other Loan Party, assignson behalf of itself and its agents, heirs representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, ​ ​ executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Collateral Agent and Purchasers 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 and agents, attorneys, advisors and their respective successorsother representatives of each of the foregoing (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually based in whole or in part on facts, whether or not now known, existing on or before the Third Amendment 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, (ii) any aspect of the dealings or relationships between or among the Company, Sprout and collectivelythe other Loan Parties, from on the one hand, and the Collateral Agent and/or the Purchasers, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Loan Parties and Sprout, on the one hand, and the Purchasers, on the other hand, but only to the extent such dealings or relationships relate to any or all claimsof the documents, demandstransactions, causes actions or omissions referenced in clause (i) hereof. The receipt by the Company, Sprout or any other Loan Party of actionthe proceeds of any Notes or other financial accommodations made by the Collateral Agent and the Purchasers after the Third Amendment Effective Date shall constitute a ratification, liabilities adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or obligationsin part on facts, whether or not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such proceeds or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Amendment, the "Released Claims") which the Releasing Company, Sprout and each other Loan Party hasconsulted with, and has had been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Note Purchase Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Note Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Note Purchase Agreement (Neptune Wellness Solutions Inc.)

General Release. For good (a) In further consideration of the promises and valuable considerationundertakings of the Company set out in this Agreement, the receipt Executive (for himself and adequacy of which is hereby acknowledgedfor his spouse, Irepresentatives, for myself heirs, successors and my successorsassigns) voluntarily, assignscompletely, heirs and representatives (eachunconditionally releases, a "Releasing Party")waives, hereby release and forever discharge Comtech Telecommunications Corp. discharges to the maximum extent permitted by law the Released Parties (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, defined in Section 8(e) below) from any and all claims, demands, liabilities, and causes of actionaction of whatever kind or character, liabilities whether vicarious, derivative, or obligationsdirect, and whether known or unknownunknown (individually a “Claim” and collectively the “Claims”), pending that the Executive now may have or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, ever has had against the Released Parties. (b) The Claims released and waived by this Section 8 include but are not limited to any and all Claims (including for attorneys’ fees and fraudulent inducement): (i) That the Executive is entitled to or may have against owns any one equity, phantom equity, or more any other ownership or similar interest in the Company or any of the other Released Parties arising other than as set out on Exhibits A, B and C; (ii) For any bonus or other incentive or extra compensation; (iii) Growing out of, based upon resulting from, or connected in any way, directly or indirectly, related way to the Company's businessEmployment Agreement or termination of the Employment Agreement; (iv) Growing out of, my resulting from, or connected in any way with the negotiation and execution of this Agreement; (v) Growing out of, resulting from, or connected in any way with the formation, continuation, terms and conditions, or ending of the Executive’s employment with the Company or the termination employment practices of such employment; providedthe Company or any of the other Released Parties; (vi) Based on the common law or any federal, howeverstate, or local statutory or constitutional provision that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsapplies or is asserted to apply, if anydirectly or indirectly, to pay CIC Payments pursuant the formation, continuation, terms and conditions, or ending of the employment relationship or employment practices, such as Claims based on contract or in tort, and Claims under the Civil Rights Acts of 1866, 1871, 1964, and 1991; the Age Discrimination in Employment Act, the Americans with Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Pregnancy Discrimination Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act; the Executive Retirement Income Security Act; the Fair Credit Reporting Act; the Xxxxxxxx-Xxxxx Act; Chapters 21, 61, or 451 of the Texas Labor Code; and any other federal, state, or local statute, rule, order, or ordinance; and any amendments to the Change in Control Agreement between the undersigned and the Companystatutes just named or identified; and (vii) Based on any other act, dated [Date] (the “CIC Agreement”) conduct, or the rights omission of any of the undersigned Released Parties. (c) The Executive acknowledges and agrees that he forever waives any right to enforce such obligations; (b) recover, and will not request or accept, anything of value from any and all obligations of the Released Parties to defendas compensation or damages growing out of, indemnifyresulting from, hold harmless or reimburse connected in any way with the undersigned under Executive’s employment or the Indemnification Agreement between ending of his employment with the Company and Company, the undersignedemployment practices of the Company, and/or under applicable law and/or under the respective charters and by-laws or with any other act, conduct, or omission of any of the Released Parties, and/or pursuant other than the Severance Benefit, whether sought directly by him or by any administrative agency or other public authority, individual, or group of individuals on his behalf. (d) This Section 8 does not waive any rights that arise under this Agreement, any Claims under the Age Discrimination in Employment Act that arise after the date the Executive signs this Release, any rights under the equity awards identified on Exhibits A, B and C as amended herein, any right to insurance policiesindemnification or coverage under any directors and officers liability policy, if anyor any Claims that cannot by law be released. (e) The “Released Parties” are (i) the Company; (ii) Yorktown Energy Partners IV, for acts LP; (iii) Sherwood Energy, LLC; (iv) any parent, subsidiary, affiliate, predecessor, successor, or omissions assign of the entities named or described in the undersigned’s capacity as a director, officer and/or employee thereofclauses (i)-(ii); and (civ) any current or former officer, director, partner, shareholder, owner, member, manager, joint venturer, trustee, fiduciary, agent, employee, associate, representative, administrator, investment advisor, employee benefit plan sponsored or maintained by, insurer, or attorney of or for the entities and all rights the undersigned may have to vested persons named or accrued benefits or entitlements under and described in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyclauses (i)-(iv).

Appears in 1 contract

Samples: Separation Agreement (GeoMet, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ieach of the Borrowers and the other Loan Parties, for myself on behalf of themselves and my successorstheir agents, assignsrepresentatives, heirs officers, directors, advisors, employees, Subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to xxx or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Administrative Agent, any Lender, any ​ Issuing Bank and any other Secured Party (the "Company"“Lender Parties”) in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), its stockholders, and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successors, assigns, heirs and other representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), in each case, based in whole or in part on facts, whether or not now known, which occurred before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby, or any actions or omissions in connection therewith, in each case prior to the date hereof, and (ii) any aspect of the dealings or relationships between or among Borrowers and the other Loan Parties, on the one hand, and any or all of the Lender Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, prior to the date hereof. In entering into this Amendment, the Borrowers and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. For the avoidance of doubt, nothing in this Section 13 shall be construed to release any claim, action or cause of action which the Releasing Party has, has had or any Releasor may have against any one or more of the Released Parties arising out of, based upon of this Amendment or in the transactions contemplated hereby or with respect to any way, directly actions or indirectly, related to events occurring on or after the Company's business, my employment with the Company or date hereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Credit Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Loan Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.Obligations. ​ ​

Appears in 1 contract

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Fifth Amended Forbearance Agreement, Ithe Company and the Subsidiaries, for myself on behalf of themselves and my successorstheir successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby forever agree and covenant not to xxx or prosecute against the Releasees (as defined below) and hereby forever waive, release and forever discharge Comtech Telecommunications Corp. to the fullest extent permitted by law, each Releasee from, any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Noteholders in any capacity and their affiliates, shareholders and “controlling persons” (within the meaning of the federal securities law), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors, auditors, consultants and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes other representative of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, each of every kind and nature whatsoever the foregoing (collectively, the "Released Claims"“Releasees”), based in whole or in part on facts whether or not now known, existing on or before the Fifth Amended Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with (i) which the Releasing Party has, has had or may have against any one or more aspect of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with operations, assets, properties, affairs or any other aspect of the Company or the termination Subsidiaries; (ii) any aspect of such employment; the dealings or relationships between or among the Company and the Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii) the Indenture or any transactions contemplated thereby or any acts or omissions in connection therewith, provided, however, that the foregoing shall not release the Noteholders from their express obligations under this General Release shall have no effect whatsoever upon: (a) Fifth Amended Forbearance Agreement, the Company's obligationsIndenture, if any, to pay CIC Payments pursuant to the Change in Control Intercreditor Agreement between the undersigned and the CompanyCollateral Agreements. In entering into this Fifth Amended Forbearance Agreement, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedSubsidiaries consulted with, and/or under applicable law and/or under the respective charters and have been represented by-laws of the Released Parties, and/or pursuant to insurance policieslegal counsel and expressly disclaim any reliance on any representations, if any, for acts or omissions by any of the Releasees and the Company and the Subsidiaries hereby agree and acknowledge that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the undersigned’s capacity as a directoraccuracy, officer and/or employee thereof; completeness or validity hereof. The provisions of this Section 4 shall survive the expiration of the Fifth Forbearance Period and (c) any the termination of this Fifth Amended Forbearance Agreement and all rights payment in full of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Forbearance Agreement (Wornick CO)

General Release. For good Effective as of the Effective Date, each of the Reorganized Debtors (as that term is defined in the Plan of Reorganization) and valuable considerationthe respective estates of the Chapter 11 Debtors hereby release, to the receipt and adequacy fullest extent permitted by applicable law, each of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, MII Indemnified Parties from any and all claimsClaims and/or Damages arising out of, demandsresulting from or attributable to, causes directly or indirectly, (a) the business or operations of actionany of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, liabilities in each case, from and after the date it was incorporated, as reflected in Schedule 3.1(a)), (b) the ownership of any of the Chapter 11 Debtors or obligationsany of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, known in each case, from and after the date it was incorporated), (c) any contract, agreement, arrangement or unknownunderstanding between one or more of the MII Indemnified Parties, pending or not pendingon the one hand, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated), on the other hand, in effect prior to the Effective Date (other than this Agreement, the Tax Allocation Agreement and the Support Services Agreement), (d) any affiliation or relationship with any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated) prior to the Effective Date (other than as parties to this Agreement, the Tax Allocation Agreement and the Support Services Agreement) and/or (e) any legal or equitable claims or causes of action of any kind by any of the B&W Entities relating to any period prior to the Effective Date, including, in the case of each of clauses (a) through (e), any Claims based on conduct that constituted or may have constituted ordinary or gross negligence or reckless, willful or wanton misconduct of any of the Asbestos Protected Parties or any conduct for which any of the Asbestos Protected Parties may be deemed to have strict liability under any applicable law (collectively, the “Released Parties Claims”), including: (i) any and all Claims arising out of, based upon resulting from or in any wayattributable to, directly or indirectly, related exposure to products, equipment or materials completed, products, equipment or materials in the process of construction, or products, equipment or materials engineered, designed, marketed, manufactured, fabricated, constructed, sold, supplied, produced, installed, maintained, serviced, specified, selected, repaired, removed, replaced, released, distributed or used at any time by (A) any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated), (B) any predecessor of any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries, or (C) any other Entity for whose products or operations any of the Entities referred to in the immediately preceding clauses (A) and (B) allegedly has liability or is otherwise liable, including any and all Claims that may also constitute Asbestos PI Trust Claims, Asbestos PD Claims and Workers’ Compensation Claims (as those terms are defined in the Plan of Reorganization), and including any such Claim (1) for compensatory damages (such as loss of consortium, wrongful death, survivorship, proximate, consequential, general and special damages) and punitive damages, (2) for reimbursement, indemnification, subrogation and contribution or (3) under any settlement entered into by or on behalf of any of the Entities referred to in the immediately preceding clauses (A), (B) and (C) prior to the Company's business, my employment with commencement of the Company or the termination of such employmentChapter 11 Proceedings; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights Released Claims exclude Claims of the undersigned to enforce such obligations; kind described above in this clause (bi) against any of the MII Indemnified Parties in respect of any premises liability of any of the MII Indemnified Parties that is not derived in any way from or based upon or resulting from any affiliation with any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, in each case, from and after the date it was incorporated); (ii) any and all obligations Claims arising out of, resulting from or attributable to, directly or indirectly, the 1998 Transfers, including any and all Claims which were or could have been asserted against any of the Released MII Indemnified Parties to defendin the action captioned Asbestos Claimants’ Committee and Xxxx X. Xxxxx, indemnifyEsq., hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws Legal Representative for Future Asbestos Claimants on behalf of the Released PartiesBankruptcy Estate of the Xxxxxxx & Xxxxxx Company x. Xxxxxxx & Xxxxxx Investment Company, and/or pursuant to insurance policieset al., if any, for acts or omissions Adversary Proceeding No. 01-1155 filed in the undersigned’s capacity as a director, officer and/or employee thereof; and Bankruptcy Court; (ciii) any and all rights Claims (A) that (1) may be asserted by or through any of the undersigned Chapter 11 Debtors or any of their respective past or present Subsidiaries or (2) may arise out of or result from, or may be attributable to, any act or omission on the part of any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries and (B) that may arise out of or result from, or may be attributable to, insurance or the placement of insurance coverage under which any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries is or was insured, including all Claims for contribution, indemnity, retrospective premiums, insurance coverages owed and reinsurance coverages owed, and all other Claims arising from or relating to such insurance coverages, whether based on statute, regulation or common law, and whether sounding in contract or tort, including any extra-contractual claims relating to the handling, adjustment or resolution of any coverage claims and including any and all Claims (including for contribution or indemnity) brought by any Entity in, pursuant to or in connection with any Insurer Misconduct Action (as defined in the Plan of Reorganization); (iv) any and all Claims (in addition to those described in Sections 3.1(i) through (iv)) that may be asserted by or through any of the Chapter 11 Debtors or any of their respective past or present Subsidiaries against any of the MII Indemnified Parties (including Claims arising under Section 544, 545, 547, 548, 549, 550, 551 or 553 of the Bankruptcy Code or similar Claims arising under state or any other law) which are in the nature of fraudulent transfer, successor liability, veil piercing or alter ego-type claims, as a consequence of transactions, events or circumstances involving or affecting any of the B&W Entities (or any of their respective predecessors) or any of their respective businesses or operations that occurred or existed prior to the Effective Date; and (v) any and all Claims (in addition to those described in Sections 3.1(i) through (v)) arising out of, resulting from or attributable to, directly or indirectly, any and all other intercompany dealings between MII and/or its past and present Affiliates (other than the B&W Entities), on the one hand, and any of the Chapter 11 Debtors and/or any of their respective past or present Subsidiaries, on the other hand, prior to the Effective Date; provided, however, that the “Released Claims” shall not include: (A) any Claim referred to in clause (ii) of the first sentence of Section 5.1 and (B) any Claim referred to in clause (ii) of the second sentence of Section 5.2. The releases provided pursuant to this Section 3.1 shall also extend to each of the D&O Insurers, in each case to the extent, and only to the extent, that such insurer may have to vested or accrued benefits or entitlements under and liability in accordance with any applicable plan, agreement, program, award, policy or arrangement respect of a Released PartyClaim that is derivative of any liability of any of the MII Indemnified Parties with respect to such Released Claim (before giving effect to the release to be provided pursuant to this Section 3.1), and only with respect to such insurer’s obligations under directors and officers liability policies. The Plan of Reorganization shall provide that the releases provided for in this Section 3.1 and the indemnification provisions set forth in Section 3.2 shall be binding on the Reorganized Debtors and the Asbestos PI Trust with the same force and effect as if the Reorganized Debtors and the Asbestos PI Trust were included in the list of parties granting the releases in this Section 3.1. Nothing in this Section 3.1 shall be deemed to limit or modify the releases provided or to be provided pursuant to Sections 5.1 and 5.2.

Appears in 1 contract

Samples: Settlement Agreement (McDermott International Inc)

General Release. For good and valuable consideration(a) In consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Secured Parties in any capacity 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 and agents, attorneys, advisors and their respective 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 Fourth Amendment and Restatement Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Credit Agreement or any other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Releasors, on the one hand, and any or all of the Releasees, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Amendment, the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section 2.5 shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the Obligations. (b) The Borrower and each other Loan Party hereby agrees that the Releasees shall each be an Indemnitee and entitled to the benefits of Section 11.3 of the Credit Agreement, including, without limitation, with respect to any Claims arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed and/or delivered in connection therewith. (c) The Borrower and each other Loan Party, on behalf of itself and its successors, assigns, heirs and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee, and will not assert in any proceeding any counterclaim or crossclaim against any Releasee, in each case on the basis of any Claim released, remised and discharged by the Borrower or any other Loan Party pursuant to Section 2.5(a) hereof. If the Borrower, any other Loan Party or any of its successors, assigns or other legal representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyviolates the foregoing covenant, the "Released Claims") which the Releasing Party hasBorrower and each other Loan Party, has had or each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination sustain as a result of such employment; providedviolation, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned all attorneys' fees and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) costs incurred by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity Releasee as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement result of a Released Partysuch violation.

Appears in 1 contract

Samples: Credit Agreement (Hallador Energy Co)

General Release. For good Effective as of the Closing: (a) Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates, heirs, legal representatives, successors and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "“Seller Releasing Party"” and, collectively, the “Seller Releasing Parties”), hereby release acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharge Comtech Telecommunications Corp. discharges each of the Company, its present and former Affiliates (the "Company"including Purchaser), its stockholderspredecessors, officers, directors, employees, agents successors and attorneysassigns, and their respective successorsdirectors, assignsofficers, heirs stockholders, members, partners, agents and representatives employees (each, a "Released Party"), individually and collectively, the “Seller Released Parties”) of and from any and all claimscommitments, demandsProceedings, debts, counterclaims, causes of action, liabilities demands, Losses and compensation of every kind or obligationsnature whatsoever, past, present or future, at law, in equity or otherwise, whether known or unknown, pending whether contingent or not pendingabsolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or not liquidatedunliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of every kind law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Seller Releasing Parties, or any of them, ever have had, or ever in the future may have against the Seller Released Parties, or any of them, and nature whatsoever which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Seller Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors, such Seller Releasing Party’s rights or status as a stockholder of the Company or any of its present or former Affiliates or predecessors (collectively, the "“Seller Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment”); provided, however, that nothing in this General Release Section 5.4 shall release, acquit, or discharge, and the term “Seller Released Claims” shall not include, in any respect (i) any rights that a Seller Releasing Party may have no effect whatsoever upon: (a) under this Agreement, the Company's obligationsCVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, if any, to pay CIC Payments the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Change in Control Agreement between CVR Agreement, (ii) any rights that a Seller Releasing Party may have or bring arising under the undersigned and Organizational Documents (excluding the Series A Certificates of Designation) of the Company, dated [Date] or any rights of indemnification or constitution of law or in equity, (iii) any rights that a Seller Releasing Party, including for the “CIC Agreement”avoidance of doubt, any current or former member of the board of the Company appointed by such Seller Releasing Party, may have under the Company’s statutory indemnification procedures, any director indemnity agreements as in effect at the date hereof and any D&O insurance and indemnification policies as in effect at the date hereof or (iv) any rights that the Deerfield Entities may have under the Exchange Agreement or the rights Exchange Registration Rights Agreement. Each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Seller Releasing Parties, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the undersigned claims released hereby, but each Seller, on its behalf and on behalf of the Seller Releasing Parties, intends to enforce such obligations; (b) and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all obligations Seller Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, each Seller, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of the Released Parties to defendSeller Releasing Parties, indemnify, hold harmless or reimburse being aware of and advised concerning the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws legal effect of the Released Partiesprovisions of the below cited provision in California Civil Code Section 1542, and/or pursuant to insurance policieshereby expressly, if anyknowingly, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) intentionally waive any and all rights the undersigned which it or they have or may have under the provisions of said Section 1542 or any similar Law, with respect to vested the Seller Released Claims: (b) Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its respective Affiliates (including Purchaser and, following the Closing, the Company, and following the Effective Time, the Surviving Corporation), heirs, legal representatives, successors and assigns (each, a “Parent Releasing Party” and, collectively, the “Parent Releasing Parties”), hereby acknowledges complete satisfaction of and hereby absolutely, unconditionally, irrevocably and fully releases and forever discharges each Seller, its present and former Affiliates, predecessors, successors and assigns, and their respective directors, officers, stockholders, members, partners, agents and employees (collectively, the “Parent Released Parties”) of and from any and all commitments, Proceedings, debts, counterclaims, causes of action, demands, Losses and compensation of every kind or accrued benefits nature whatsoever, past, present or entitlements future, at law, in equity or otherwise, whether known or unknown, whether contingent or absolute, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, and whether arising by operation of law or otherwise, including, without limitation, with respect to past conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule, which such Parent Releasing Parties, or any of them, ever have had, or ever in the future may have against the Parent Released Parties, or any of them, and which are based on acts, events or omissions occurring up to and including the Closing Date, including, without limitation, any acts, events or omissions arising out of or based on such Parent Releasing Party’s relationship with the Company or any of its present or former Affiliates or predecessors (collectively, the “Parent Released Claims”); provided, however, that nothing in this Section 5.4 shall release, acquit, or discharge, and the term “Parent Released Claims” shall not include, in any respect any rights that a Parent Releasing Party may have under this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or the other documents and agreements executed and delivered pursuant to this Agreement, the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement, the CVR Agreement or any other documents or agreements executed and delivered pursuant hereto or pursuant to the Stock Purchase Agreement, the Exchange Agreement, the Exchange Registration Rights Agreement or the CVR Agreement. Parent, on its behalf and, to the fullest extent permitted by applicable Law, on behalf of its Parent Releasing Parties, acknowledges that it may hereafter discover facts in accordance addition to or different from those which it now knows or believes to be true with respect to the subject matter of the claims released hereby, but Parent, on its behalf and on behalf of the Parent Releasing Parties, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Parent Released Claims without regard to the subsequent discovery of existence of such different or additional facts. Further, Parent, on its behalf and, to the fullest extent permitted by applicable planLaw, agreementon behalf of its Parent Releasing Parties, programbeing aware of and advised concerning the legal effect of the provisions of the below cited provision in California Civil Code Section 1542, awardhereby expressly, policy knowingly, and intentionally waive any and all rights which it or arrangement they have or may have under the provisions of a said Section 1542 or any similar Law, with respect to the Parent Released Claims: (c) Each Seller represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Seller Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Seller Releasing Parties not to) assign any Seller Released Claim or possible Seller Released Claim against any Seller Released Party, (ii) fully intends to release all Seller Released Claims against the Seller Released Parties, including, without limitation, unknown and contingent Seller Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (d) Parent represents, warrants, covenants and agrees that it (i) has not (and to its knowledge, its Parent Releasing Parties have not) and will not (and will use its reasonable best efforts to cause its Parent Releasing Parties not to) assign any Parent Released Claim or possible Parent Released Claim against any Parent Released Party, (ii) fully intends to release all Parent Released Claims against the Parent Released Parties, including, without limitation, unknown and contingent Parent Released Claims (other than those specifically reserved above), and (iii) has consulted with counsel with respect to the matters covered hereby and has been fully apprised of the consequences hereof. (e) Each Seller covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Seller Released Parties with respect to any Seller Released Claims. (f) Parent covenants and agrees not to, and agrees to use its reasonable efforts to cause its respective Affiliates not to, whether in its own capacity, as successor, by reason of assignment or otherwise, assert, institute or join in, or assist or encourage any third party in asserting, any litigation or Proceeding against any of the Parent Released Parties with respect to any Parent Released Claims.

Appears in 1 contract

Samples: Securities Purchase Agreement (Warburg Pincus Private Equity X, L.P.)

General Release. For good (a) Effective upon the Closing Date, Seller, on behalf of itself, and valuable considerationany Person claiming by, through, under, derivatively for, as agent for or on behalf of such Seller (collectively, the receipt and adequacy “Seller Group”), acknowledges that it has no claim, counterclaim, setoff, recoupment, action or cause of which is hereby acknowledged, Iaction of any kind or nature whatsoever (including, for myself the avoidance of doubt, actions for avoidance, subordination or recharacterization of any of Purchaser’s pre-Petition Date Claims, Interests and my successorsEncumbrances and Liens in respect of Seller) against (1) Purchaser, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), 2) any of its stockholdersdirectors, officers, directorscontrol persons (as defined in Section 15 of the Securities Exchange Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1933, as amended), members, employees, agents and agents, attorneys, financial advisors, legal representatives, shareholders, partners, successors and assigns solely in their respective successorscapacity as such, assignsand (3) any of its directors, heirs and representatives officers, control persons, members or employees in their capacity as a member on, or arising from their involvement with the activities of, the Board of Directors of Seller (each, a "Released Party"including pursuant to board observer rights), individually (Purchaser and all Persons referenced in clauses (1), (2) and (3) are collectively referred to as the “Purchaser Group”), that directly or indirectly arise out of, are based upon, or in any manner connected with any Prior Event (as defined below) (collectively, “Released Claims”); and, should any Released Claims nonetheless exist, Seller on behalf of itself and all the other members of the Seller Group hereby (i) releases and discharges each member of the Purchaser Group from any liability whatsoever on such Released Claims that directly or indirectly arise out of, are based upon, or in any manner connected with a Prior Event, and (ii) releases, remises, waives and discharges all claimssuch Released Claims against any member of the Purchaser Group. As used herein the term “Prior Event” means any transaction, demandsevent, causes of circumstances, action, liabilities failure to act or obligationsoccurrence of any sort or type, including without limitation any approval or acceptance given or denied, whether known or unknown, pending which occurred, existed, was taken, permitted or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, begun prior to the "Released Claims") which the Releasing Party has, has had or may have against any one or more consummation of the Released Parties arising out ofTransactions contemplated hereunder. For the avoidance of doubt, based upon or “Prior Event” shall not include any rights of Seller set forth in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights set forth in any other agreement to be entered into on or after the Closing Date in contemplation of the undersigned sale of assets to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyPurchaser set forth herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Rental Corp.)

General Release. For good In consideration of the payments and valuable considerationbenefits to be made under that certain Change in Control Severance Agreement, dated May 16, 2016, (the receipt “Agreement”), Xxxx Xxxxxx (the “Executive”), with the intention of binding the Executive and adequacy of which is hereby acknowledgedthe Executive's heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. ImmunoGen, Inc. (the "Company"”) and each of its subsidiaries and affiliates (collectively, the “Company Affiliated Group”), its stockholders, their present and former officers, directors, employeesexecutives, agents and agents, attorneys, employees and their respective employee benefits plans (and the fiduciaries thereof), and the successors, assignspredecessors and assigns of each of the foregoing (collectively with the Company Affiliated Group, heirs and representatives (each, a "the “Company Released Party"Parties”), individually of and collectively, from any and all claims, demandsactions, causes of action, liabilities or complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys' fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") unsuspected which the Releasing Party Executive, individually or as a member of a class, now has, owns or holds, or has had at any time heretofore had, owned or may have held, against any one or more of the Company Released Parties Party in any capacity, including, without limitation, any and all claims (i) arising out of, based upon of or in any way, directly or indirectly, related to the Company's business, my employment 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 employment; providedservice in any such capacity, however(ii) for severance or vacation benefits, that this General Release shall have no effect whatsoever upon: unpaid wages, rights in or for equity based awards, salary or incentive payments, (aiii) the Company's obligationsfor breach of contract, if anywrongful discharge, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and the Company(iv) for any violation of applicable state and local labor and employment laws (including, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all obligations claims based on the Employee Retirement Income Security Act of the Released Parties to defend1974 (“ERISA”), indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the undersigned may have to vested Civil Rights Act of 1964 (“Title VII”), the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, and any and all claims under any whistleblower laws or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement whistleblower provisions of a Released Partyother laws.

Appears in 1 contract

Samples: Change in Control Severance Agreement (Immunogen Inc)

General Release. For good and valuable consideration(a) In consideration of the Payment, the receipt Employee voluntarily, completely, and adequacy of which is hereby acknowledgedunconditionally releases, Iwaives, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. discharges to the maximum extent permitted by law the Released Parties (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, defined below) from any and all claims, demands, liabilities, and causes of actionaction of whatever kind or character, liabilities whether vicarious, derivative, or obligationsdirect, and whether known or unknownunknown (individually a “Claim” and collectively the “Claims”), pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or that Employee now may have or ever have had against any one or more of the Released Parties arising Parties. (b) The Claims released and waived by this Agreement include without limitation any and all Claims (including for attorneys’ fees) (i) growing out of, based upon resulting from, or connected in any wayway with Employee’s employment or the employment practices of the Company; (ii) growing out of, resulting from, or connected in any way with the Employment Agreement or the termination of the Employment Agreement; (iii) for any bonus, or other incentive or extra compensation; (iv) based on the common law or any federal, state, or local statutory or constitutional provision that applies or is asserted to apply, directly or indirectly, related to Employee’s employment, such as Claims based on contract or in tort (including for fraudulent inducement) or under any employment discrimination or fair employment practices statute, including but not limited to the Age Discrimination in Employment Act (“ADEA”); and (v) based on any other act, conduct, or omission of any of the Released Parties. (c) Employee acknowledges and agrees that Employee forever waives any right to recover, and will not request or accept, anything of value from any of the Released Parties as compensation or damages growing out of, resulting from, or connected in any way with Employee’s employment, the employment practices of the Company's business, my employment with the Company Employment Agreement or the termination of such employment; providedthe Employment Agreement, howeveror with any other act, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsconduct, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights omission of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant other than the Payment, whether sought directly by Employee or by any administrative agency or other public authority, individual, or group of individuals on Employee’s behalf. (d) This Paragraph 5 does not waive or release any rights of Employee that arise under this Agreement, any Claims under the ADEA that arise after the date Employee signs this Agreement, any indefeasible benefits (other than any entitlement to insurance policiesseverance pay, separation pay, change-in-control pay, or similar payments) under an employee benefit plan, any right to indemnification or contribution, coverage under officer and director liability policies (if any), for acts or omissions any rights, Claims, or relief that cannot by law be released. (e) The “Released Parties” are (i) the Company; (ii) any parent, subsidiary, affiliate, predecessor, successor, or assign of the entities named or described in the undersigned’s capacity as a director, officer and/or employee thereofclauses (i) to (ii); and (ciii) any current or former officer, director, partner, shareholder, owner, member, manager, joint venturer, trustee, fiduciary, agent, employee, associate, representative, administrator, investment advisor, employee benefit plan sponsored or maintained by, insurer, or attorney of or for any of the entities and all rights the undersigned may have to vested persons named or accrued benefits or entitlements under described in clauses (i)-(iii) and in accordance any capacity. (f) The Parties agree and acknowledge that nothing in this Agreement precludes Employee from (i) from filing a charge or complaint with, providing information to, or cooperating with an investigation being conducted by, a government agency (such as the Equal Employment Opportunity Commission) or (ii) giving truthful testimony under oath in any applicable plan, agreement, program, award, policy legal proceeding or arrangement of a Released Partymaking truthful statements or disclosures that are required by law or valid legal process.

Appears in 1 contract

Samples: Termination Agreement (GeoMet, Inc.)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Purchasers’ and adequacy the Collateral Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Company and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Collateral Agent and Purchasers 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 and agents, attorneys, advisors and their respective successorsother representatives of each of the foregoing (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually 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: (i) any or all of the Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Company and collectivelythe other Loan Parties, from on the one hand, and the Collateral Agent and/or the Purchasers, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Loan Parties, on the one hand, and the Purchasers and/or the Collateral Agent, on the other hand, but only to the extent such dealings or relationships relate to any or all claimsof the documents, demandstransactions, causes actions or omissions referenced in clause (i) hereof. The receipt by the Company or any other Loan Party of actionthe proceeds of any Notes or other financial accommodations made by the Collateral Agent and the Purchasers after the date hereof shall constitute a ratification, liabilities adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or obligationsin part on facts, whether or not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such proceeds or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Amendment, the "Released Claims") which the Releasing Company and each other Loan Party hasconsulted with, and has had been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Note Purchase Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Note Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Note Purchase Agreement (KonaTel, Inc.)

General Release. For good and valuable considerationExcept as set forth in Section 8.01, effective as of the receipt and adequacy of which is hereby acknowledgedClosing, I, for myself and my successors, assigns, heirs and representatives each Party (each, a "Releasing Party"), on behalf of itself and its successors and assigns, hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company"other Party(ies), its stockholdersthe other Party’s(ies’) affiliates, and, in all cases, their respective directors, officers, directorspartners, employees, agents and attorneysmembers, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, suits, demands, causes of action, liabilities or contracts, covenants, obligations, debts, costs, expenses, attorneys’ fees, and liabilities, of whatever kind or nature, in law or equity, by statute or otherwise, whether now known or unknown, pending vested or contingent, suspected or unsuspected, and whether or not pendingconcealed or hidden, liquidated which have existed or not liquidatedmay have existed or which do exist, through and as of every kind the Closing, including, without limitation, in connection with ownership of the InvaGen Shares and/or under the Legacy Investment Agreements, except, in each case, those arising out of (i) this Agreement, (ii) any rights of any Director with respect to indemnification, exculpation or advancement granted under the certificate of incorporation or bylaws of Avenue or under any agreement between Avenue and nature whatsoever any Director, or (iii) any rights of any Director pursuant to Avenue’s existing directors’ and officers’ liability policies or a Tail Policy (such released matters are, collectively, the "Released Claims") which the ”). Each Releasing Party has, has had or may have against any acknowledges and agrees that this Agreement shall be effective as a bar to each and every one or more of the Released Parties arising out of, based upon Claims hereinabove mentioned or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, implied. Each Releasing Party expressly consents that this General Release Agreement shall have no be given full force and effect whatsoever upon: according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (a) notwithstanding any state statute that expressly limits the Company's obligationseffectiveness of a general release of unknown, unsuspected, and unanticipated Claims), if any, as well as those relating to pay CIC Payments pursuant to any other Claims hereinabove mentioned or implied. Each Releasing Party further acknowledges and agrees that, in the Change event such Releasing Party brings a Claim in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce which such obligations; (b) Releasing Party seeks damages against any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersignedevent such Releasing Party seeks to recover against any of the Released Parties in any Claim brought by a governmental agency on such Releasing Party’s capacity behalf, this release shall serve as a directorcomplete defense to such Claims. Each Releasing Party acknowledges and agrees that such Releasing Party: (i) has carefully read and fully understands all of the provisions of this Agreement, officer and/or employee thereof; (ii) knowingly and voluntarily agrees to all of the terms set forth in this Agreement, (iii) knowingly and voluntarily agrees to be legally bound by this Agreement, and (civ) any has been advised and all rights the undersigned may have encouraged in writing (via this Agreement) to vested or accrued benefits or entitlements under and in accordance consult with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyan attorney prior to signing this Agreement.

Appears in 1 contract

Samples: Share Repurchase Agreement (InvaGen Pharmaceuticals, Inc.)

General Release. For good and valuable considerationEffective for all purposes as of the date hereof, the receipt Stockholder Representative acknowledges and adequacy agrees, on behalf of which is hereby acknowledgedeach Seller Indemnifying Party and each of his, Iher or its agents, for myself and my trustees, beneficiaries, directors, officers, affiliates, subsidiaries, estate, successors, assigns, heirs members and representatives partners (each, a "Releasing Party")“Releasor”) that: (a) Releasor represents and warrants that, hereby release as of the date hereof, he, she or it has no Claims (as such term is defined below) against the Company, Parent and forever discharge Comtech Telecommunications Corp. (the "Company")Merger Sub, its or any of their past or present parent companies, subsidiaries or affiliates, or any of their respective employees, directors, partners, stockholders, officers, directorsagents, employees, agents and attorneys, and their respective representatives, predecessors, successors, assignsrelated entities, heirs and representatives assigns or the like or any persons acting by, through, under or in concert with any of them (each, a "Released Party"), individually and collectively, the “Releasees”). (b) To the extent allowed by law, Releasor hereby irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages or causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever that Releasor may have, whether known or unknown, pending suspected or unsuspected, existing or prospective, including, but not pendinglimited to, liquidated those arising out of or in any way connected with or relating to: (i) the terms and provisions of this Amendment, including, but not liquidatedlimited to, claims arising from the failure of every kind the Company or Parent to earn the revised Earn-Out Payment due to the operation and nature whatsoever management by the Parent of the Company and the Business, or (ii) claims related to the Retention Bonus Plan where the facts and circumstances giving rise to the claim arose prior to the Closing (collectively, “Claims”); except that Claims shall not include: (A) any claims to enforce the "Released Claims"Parties’ respective rights, duties and obligations under this Amendment, (B) which any claims under any indemnification agreement between the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with Releasor and the Company or Parent (including indemnification provided for under applicable law) or insurance policy of the termination Company or Parent, in each case, in effect as of such employmentthe date hereof, (C) any claims under the Charter Documents or (D) if (and only if) the Seller Releasor is an employee of the Company or Parent, any claims related to accrued salaries, vacation and expenses that have accrued after the Closing; provided, however, that the foregoing exceptions shall not, and are not intended to, preclude or negate any rights Parent has or may have under this General Amendment, including, but not limited to, with respect this Release shall have no effect whatsoever upon: (aand the new Seller Indemnifiable Matter in Section 7.2(a) of the Merger Agreement as described in Section 2(g) of this Amendment. This Release is not intended to cover and does not extend to claims that, by law, cannot be released in an agreement between an employer and an employee. Releasor understands and agrees that by signing this Agreement, Releasor will not be able to bring any Claims against the Parent or any of the Releasees relating to the Company's obligations’s failure to earn the Earn-Out Payment in whole or in part due to any action taken by the Parent, if any, to pay CIC Payments pursuant and expressly acknowledges and agrees to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights terms of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and Section 4 hereof. (c) any and Releasor expressly waives all rights under California Civil Code section 1542, or any other similar statute or law of any other jurisdiction. California Civil Code section 1542 provides as follows: (d) Releasor represents and acknowledges that he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the undersigned may have Parent’s representatives. Releasor further represents that in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of the Company or Parent or anyone else with regard to vested the subject matter, basis or accrued benefits effect of this release or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyotherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cafepress Inc.)

General Release. For (a) In consideration of the severance payment discussed in Paragraph 2 of this Agreement, which Employee warrants to be good and valuable considerationconsideration for the releases and covenants provided herein, the receipt Employee, on behalf of Employee and adequacy of which is hereby acknowledged, I, for myself and my successorsEmployee’s heirs, assigns, heirs and representatives (eachpersonal representatives, a "Releasing Party"), does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")Employer, its stockholdersparent, their affiliates, subsidiaries, divisions, predecessor companies, their successors and assigns, their affiliated and predecessor companies, including but not limited to Black Box (as defined above) and all of their current and former employees, owners, attorneys, shareholders, members, officers, directors, employees, directors and agents and attorneysthe current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of any of the aforementioned (collectively referred to throughout the remainder of this Agreement as “Releasees” or the “Released Parties”, and their respective successors, assigns, heirs and representatives (eachindividually, a "Released Party"), individually ”) from and collectively, from any and against all claims, demands, rights, liabilities, causes of action, liabilities and grievances, whether statutory or obligationsat common law, whether known or unknown, pending whether accrued or not pendingunaccrued, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims"“claims”, and individually, a “claim”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or relating in any way to, any acts or omissions done or occurring, in whole or in part, prior to and including the date Employee signed this Agreement, including, but not limited to, all such claims arising out of, or related in any wayway to, directly Employee’s employment or indirectlytermination of employment with Employer. THIS IS A GENERAL RELEASE. (b) Employee expressly acknowledges and agrees that, related to the Company's businessmaximum extent permitted by law, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: includes, but is not limited to, Employee’s release of (ai) any claims under Title VII of the Company's obligationsCivil Rights Act of 1964, if anythe Rehabilitation Act of 1973, to pay CIC Payments pursuant to the Change in Control Agreement between Americans with Disabilities Act of 1990, the undersigned Civil Rights Act of 1991, 42 0000 Xxxx Xxxxx, Xxxxxxxx, XX 00000-0000 • (000) 000-0000 • FAX (000) 000-0000 U.S.C. § 1981, the Equal Pay Act of 1963, the Workers Adjustment and Retraining Notification Act, the National Labor Relations Act, and the CompanyEmployee Retirement Security Act of 1974, dated [Date] the Family and Medical Leave Act of 1993 (“FMLA”) and the Age Discrimination in Employment Act of 1967 (CIC ADEA”), including all amendments to any of the aforementioned laws, (ii) any claims related to employee handbooks, personnel policies, and employment-related documents, (iii) any other federal, state, or local laws, decisions, rules, statutes, and regulations pertaining to employment, wrongful dismissal, employment termination, retaliation, harassment, express or implied contract, covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, and defamation, and (iv) any other claim in common law, contract, or tort. This General Release also includes claims arising because of continued effects of any acts or omissions that occurred on or before the date Employee signed this Agreement. (c) By signing this Agreement, Employee expressly acknowledges and agrees that, as of the date Employee signed this Agreement, Employee (i) has no reason to believe that Employee has suffered any injuries or occupational diseases arising out of or in connection with Employee’s employment with Employer, other than any such injuries or occupational diseases previously reported to Employer in writing; (ii) has received all wages, benefits, and other remuneration to which Employee was entitled to as an employee of Employer; (iii) has received all leave to which Employee was entitled under the FMLA and any comparable state or local laws; and (iv) is not aware of any facts or circumstances constituting a violation of the FMLA, the Fair Labor Standards Act (“FLSA”), the Pennsylvania Wage Payment and Collection Law, or any comparable federal, state, or local laws. (d) Notwithstanding the foregoing, Employee is not precluded from seeking to enforce any payment obligations or other entitlements specifically provided for under this Agreement, or filing a charge with the U.S. Equal Employment Opportunity Commission (“EEOC”) or a parallel state or local agency or participating in an investigation conducted by the rights EEOC or a parallel state or local agency, to the maximum extent permitted by law; however, Employee expressly waives Employee’s right to any monetary recovery or any other individual relief in connection with (i) any charge filed with the EEOC or a parallel state or local agency arising out of or related to Employee’s employment and/or the severing of that employment with Employer, or (ii) any claim pursued on Employee’s behalf by any federal, state, or local administrative agency or any other person arising out of or related to Employee’s employment and/or the severing of that employment with Employer. Employee expressly acknowledges and agrees that as of the undersigned to enforce such obligations; (b) date that Employee signs this Agreement, Employee has not filed any and all obligations of the Released Parties to defendgrievances, indemnifyclaims, hold harmless complaints, administrative charges, or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws lawsuits against any of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party.

Appears in 1 contract

Samples: Employment Agreement (Black Box Corp)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the Resignation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under the Employment Agreement; any and all subject matter and claims arising from any alleged violation by the Released Parties under the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); 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 Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans 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 fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by law, and/or under applicable law and/or under the respective charters to indemnification as an officer and by-laws director of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in Company and the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any applicable planindemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, agreement, program, award, policy or arrangement and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time and (iii) to benefits under the terms of a Released Partyany employment benefit plan in which he participated while employed by the Company and to continuation of benefits under COBRA.

Appears in 1 contract

Samples: Resignation Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For good On and valuable considerationas of the Second Amendment Effective Date and in consideration of the agreements set forth herein, the receipt Company, on behalf of itself and adequacy of which is hereby acknowledged, I, for myself its successors and my successors, assigns, heirs and representatives does hereby agree as follows (eachthe “General Release”): (a) Each such Person does hereby release, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Agent and each Lender, its stockholdersall of Agent’s and each Lender’s predecessors-in-interest, and all of Agent’s and each Lender’s past and present officers, directors, employeesmanagers, agents and members, attorneys, affiliates, employees and their respective successorsagents, assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, liabilities defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated (each of the foregoing, of every kind a “Claim” and nature whatsoever (collectively, the "Released Claims") which ”), each as though fully set forth herein at length, that the Releasing Party hasCompany, any guarantor or any of their respective successors or assigns now has had or may have against any one or more as of the Released Parties Second Amendment Effective Date in any way arising out of, based upon connected with or in any way, directly or indirectly, related to any or all of the Company's business, my employment with transactions contemplated by the Loan Documents (including this Second Amendment) or any of them or any provision or failure to provide credit or other accommodations to the Company or any other Person under the termination Loan Documents (including this Second Amendment) or any of such employment; providedthem or any other agreement, howeverdocument or instrument referred to, that or otherwise related to, any or all of the Loan Documents (including this General Release shall have no effect whatsoever upon: Second Amendment) or any of them (a) the Company's obligationseach, if anya “Released Claim” and, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companycollectively, dated [Date] (the “CIC AgreementReleased Claims) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party).

Appears in 1 contract

Samples: Senior Subordinated Convertible Loan and Security Agreement (Blonder Tongue Laboratories Inc)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself Executive and my 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 Company, and its subsidiaries, affiliates and related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, together with each of their respective owners, assigns, heirs agents, directors, general and representatives (eachlimited partners, a "Releasing Party")shareholders, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, agents and attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, and any of their respective successors, assignspredecessors and successors and each of their estates, heirs and representatives assigns (each, a "Released Party"), individually and collectively, the “Company Releasees”) from any and all charges, allegations, complaints, claims, demandsliabilities, obligations, promises, agreements, causes of action, liabilities rights, costs, losses, debts and expenses of any nature whatsoever, including those arising from or obligationsrelated to the Executive’s Change in Control and Severance Agreement, dated May 23, 2018, known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected (collectively, the "Released Claims") which Executive or the Releasing Party hasReleasors ever had, has had now have, may have, or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any one or more of the Released Parties other Company Releasees: (a) from the beginning of time to the date upon which Executive signs this Agreement, (b) arising out of, based upon or in any wayrelating to, directly or indirectly, related to the Company's business, my Executive’s employment with the Company or and/or the termination of such Executive’s employment; or (c) arising out of or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local 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 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 Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the 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 1 The specifics of the actual payments will be added consistent with the Employment Agreement. 2947062.v11 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 have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) release or the impair any rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or that cannot be waived under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partylaw.

Appears in 1 contract

Samples: Employment Agreement

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Agreement is not intended to and does not limit the Releasing Party hasExecutive’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency. Without limiting the generality of the foregoing, has had or may have against it being the intention of the parties to make this release as broad and as general as the law permits, this release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of claims under that certain Employment Agreement between the Executive and Mid-Western Aircraft Systems, Inc., dated June 16, 2005, as subsequently amended effective December 31, 2008 (the “Employment Agreement”); any and all subject matter and claims arising from any alleged violation by the Released Parties under 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 by the Civil Rights Act of 1991 (42 U.S.C. § 1981); 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 Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans 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 fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving his employment with the Company, based upon the termination of his employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of his employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action which are unknown to the Change in Control Agreement between releasing or discharging party at the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights time of execution of the undersigned release and discharge. The Executive hereby expressly waives, surrenders and agrees to enforce such obligations; (b) forego any and all obligations protection to which he would otherwise be entitled by virtue of the Released Parties to defendexistence of any such statute in any jurisdiction including, indemnifybut not limited to, hold harmless or reimburse the undersigned under the Indemnification Agreement between State of Kansas. The foregoing notwithstanding, the Company and the undersignedParent hereby acknowledge and agree that the foregoing release shall not apply with respect to the Executive’s right (i) to enforce the terms of this Agreement and (ii) to the maximum extent permitted by law, and/or under applicable law and/or under to indemnification as an officer and director of the respective charters Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and by-laws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the Released Partiesdate hereof, and/or pursuant and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies, if any, for acts or omissions policies as in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have effect from time to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partytime.

Appears in 1 contract

Samples: Retirement and Consulting Agreement (Spirit AeroSystems Holdings, Inc.)

General Release. For In exchange for the benefits and undertakings described herein and for other good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, Ithe Executive, for myself and my successorson behalf of the Executive and each of the Executive’s heirs, executors, administrators, personal representatives, successors and assigns, heirs and representatives (each, a "Releasing Party")to the maximum extent permitted by law, hereby release acknowledges full and complete satisfaction of and absolutely and irrevocably and unconditionally fully and forever discharge Comtech Telecommunications Corp. (releases, acquits and discharges the "Company"), and its members and managers; including, without limitation, each of their respective past and present direct and indirect stockholders, owners, investors, directors, members, partners, officers, directorsemployees, employeesattorneys, agents and attorneysrepresentatives, and their respective successorsheirs, assignsexecutors, heirs administrators, personal representatives, successors and representatives assigns (eachcollectively, a "Released Party"the “Releasees”), individually and collectively, from any and all claims, demands, suits, causes of action, liabilities or liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, pending suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common law, contract or otherwise, which have existed, may exist or do exist, through and including the execution and delivery by the Executive of this Agreement (but not pendingincluding the Executive’s or the Company’s performance under this Agreement), liquidated or not liquidatedincluding, of every kind and nature whatsoever (collectivelywithout limitation, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties foregoing arising out of, based upon of or in any way, directly or indirectly, way related to or based upon: (i) the Company's business, my Executive’s application for and employment with the Company or Company, the termination Executive being an employee of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; Separation; (bii) any and all obligations of the Released Parties to defendclaims in tort or contract, indemnify, hold harmless or reimburse the undersigned including any claim under the Indemnification Agreement between Employment Agreement, the Company Equity Plan, any applicable equity, equity-based, or incentive compensation arrangements, and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested claims alleging breach of an express or accrued benefits implied, or entitlements under and in accordance with any applicable planoral or written, agreement, program, awardcontract, policy manual or arrangement employee handbook; (iii) any alleged misrepresentation, defamation, interference with contract, intentional or negligent infliction of a Released Partyemotional distress, sexual harassment, negligence or wrongful discharge; or (iv) any federal, state or local law, statute, ordinance or regulation, including but not limited to all labor and employment discrimination laws, and including specifically the Age Discrimination in Employment Act of 1987, as amended by the Older Workers Benefit Protection Act and otherwise (the “ADEA”).

Appears in 1 contract

Samples: Transition and General Release Agreement (Cushman & Wakefield PLC)

General Release. For good (a) In exchange for and valuable considerationin consideration of the payments and other benefits described in paragraph 2(a) and its subparagraphs above and otherwise provided under this Agreement, the receipt Employee, individually and adequacy on behalf of which is hereby acknowledgedhis heirs, Iexecutors, for myself and my administrators, successors, assigns, heirs agents, counsel and representatives (each, a "Releasing Party")other representatives, hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company"), its stockholdersparent companies, subsidiaries, affiliated entities, predecessors, successors or assigns (including, but not limited to, Ener1, Inc. and EnerDel, Inc., their employee benefit plans and trustees, fiduciaries, administrators and parties-in-interest of those plans, and any of its and their present and former shareholders, officers, directors, supervisors, employees, agents and agents, administrators, members, agents, attorneys, insurers, re-insurers, contractors, and their respective successors, assigns, heirs and other representatives (each, a "whether acting as agents or in their individual capacities) (collectively “the Released Party"), individually and collectively, Parties”) from any and all waivable claims, demands, prayers for relief, causes of action, liabilities right or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or damage he may have against any one or more of the Released Parties arising out ofCompany, based upon or in any wayarising, directly or indirectly, related to the Company's business, my out of his employment and/or termination of employment with the Company, whether known or unknown, and whether arising from tort, statute or contract, arising or existing on or before the date on which Employee signs and executes this Agreement, including, but not limited to all waivable claims arising under federal, state or local laws including those arising under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act (ADA), as amended; the Age Discrimination in Employment Act (ADEA), as amended; the Older Workers Benefit Protection Act, as amended (OWBPA); the Worker Adjustment and Retraining Notification Act (WARN); the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), the Employee Retirement Income Security Act of 1974 (ERISA), as amended (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company subject to the terms and conditions of such plan and applicable law); the Family Medical Leave Act (“FMLA”); the Equal Pay Act, as amended; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (“OSHA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, as amended; and any other federal, state or local law, regulation, ordinance or judicial decision governing or otherwise pertaining in any way to employment, discrimination in employment, the terms and conditions of employment, and the termination of such employment; providedand employee hereby affirms that she is not aware of any illegal activity which would give rise to an investigation or inquiry conducted by the EEOC, howeverSEC or any other applicable government agency. (b) This release and waiver also includes any claims that Employee had, has or may have under common law including, without limitation, constructive, wrongful, retaliatory or abusive discharge, breach of contract (whether express or implied), breach of the covenant of good faith and fair dealing, promissory estoppel, reliance, fraud, misrepresentation, negligence, defamation, libel, slander, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, violation of public policy, and any other claim or tort. (c) By signing this Agreement, Employee agrees that his waivers and releases expressly include a waiver of all claims for damages, penalties, attorney’s fees, costs, disbursements and the like. Employee further agrees that his waivers and releases include a waiver of all claims existing before the Effective Date of this General Release shall have no effect whatsoever upon: (a) Agreement which he knows about and those claims which he does not know about, and specifically includes an unconditional waiver of the Company's obligationsright to proceed with discovery concerning any claim in any future litigation between him and any Released Party, if any. He also warrants and represents that he has not assigned any interest in any claim released by this Agreement, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any that he fully indemnifies and all obligations of holds the Released Parties harmless for any claims or damages, including attorney’s fees, based upon any claim assigned by him. Further, Employee expressly waives and hereby forfeits his right to defendany individual monetary award, indemnifyinjunctive relief, hold harmless or reimburse other recovery should any third party, including any federal, state or local administrative agency, pursue any claims on his behalf arising out of or relating to his employment with and/or separation from employment with the undersigned under Company. Employee understands that the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant cited above give him important remedies that relate to insurance policies, if any, for acts claims he has or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested arising out of or accrued benefits or entitlements under in connection with his employment and/or separation from employment, and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyhe acknowledges that he freely and voluntarily gives up those remedies and claims.

Appears in 1 contract

Samples: Separation Agreement (Ener1 Inc)

General Release. (a) For good and valuable considerationin consideration of the Payment and the other agreements made by the Company hereunder, the receipt and adequacy you hereby agree on behalf of which is hereby acknowledgedyourself, Iyour agents, for myself and my assignees, attorneys, successors, assigns, heirs and representatives (eachexecutors, a "Releasing Party")to, hereby and you do hereby, fully and completely forever release the Company and forever discharge Comtech Telecommunications Corp. (the "Company")its affiliates, its stockholders, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents and agents, representatives, administrators, attorneys, insurers and fiduciaries in their respective successors, assigns, heirs and representatives individual and/or representative capacities (each, a hereinafter collectively referred to as the "Released PartyReleasees"), individually and collectively, from any and all claims, demands, causes of action, liabilities suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, executions and demands of any kind whatsoever, which you or obligationsyour heirs, executors, administrators, successors and assigns ever had, now have or may have against the Releasees or any of them, in law, admiralty or equity, whether known or unknownunknown to you, pending for, upon, or not pendingby reason of, liquidated any matter, fact, action, omission, course or not liquidatedthing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in relationship to your employment or other service relationship with the Company or its affiliates, the termination of every kind any such employment or service relationship and nature whatsoever any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates (collectively, such released claims are collectively referred to herein as the "Released Claims") which the Releasing Party has, has had or may have against any one or more of ); provided that the Released Parties arising out ofClaims shall not include any claims to enforce your rights under, based upon or in any wayand you shall retain the right to bring claims with respect to, directly or indirectly(i) this Agreement, related to (ii) benefits under the Company's businessdirectors' and officers' liability insurance policies, my employment (iii) indemnification to the extent provided under the Company's charter or by-laws, and (iv) benefits due to you in accordance with the provisions of any applicable Company employee benefit plan or under COBRA. (b) Notwithstanding the termination generality of such employment; provided, however, that this General Release shall have no effect whatsoever upon: clause (a) above, the Company's obligationsReleased Claims include, if anywithout limitation, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (bi) any and all obligations claims under Title VII of the Released Parties Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 (except with respect to defendbenefits under Section 10(a)(iv) above), indemnifythe Americans with Disabilities Act, hold harmless the Family and Medical Leave Act of 1993, and any and all other federal, state or reimburse the undersigned local laws, statutes, rules and regulations pertaining to employment or otherwise, and (ii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, or any other claims under any statute, rule or regulation or under the Indemnification Agreement between the Company common law, including compensatory damages, punitive damages, attorney's fees, costs, expenses and the undersigned, and/or under applicable law and/or under the respective charters and by-laws all claims for any other type of the Released Parties, and/or pursuant to insurance policies, if any, for acts damage or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and relief. (c) You represent that you have read carefully and fully understand the terms of this Agreement, and that you have been advised to consult with an attorney and have had the opportunity to consult with an attorney prior to signing this Agreement. You acknowledge that you are executing this Agreement voluntarily and knowingly and that you have not relied on any representations, promises or agreements of any kind made to you in connection with your decision to accept the terms of this Agreement, other than those set forth in this Agreement. You acknowledge that you have been given at least twenty-one days to consider whether you want to sign this Agreement and all rights that the undersigned may Age Discrimination in Employment Act gives you the right to revoke this Agreement within seven days after it is signed, and you understand that you will not receive any payments due you under this Agreement until such seven day revocation period (the "Revocation Period") has passed and then, only if you have not revoked this Agreement. To the extent you have executed this Agreement within less than twenty-one days after its delivery to vested or accrued benefits or entitlements under and in accordance with any applicable planyou, agreement, program, award, policy or arrangement you hereby acknowledge that your decision to execute this Agreement prior to the expiration of a Released Partysuch twenty-one day period was entirely voluntary.

Appears in 1 contract

Samples: Resignation Agreement (Sirius Satellite Radio Inc)

General Release. For good As a material inducement to the Company to enter into this Release and valuable considerationin consideration of the payments to be made by the Company to the Employee in accordance with Paragraph 2 above, the receipt Employee, on behalf of herself, her representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Release and having the right and opportunity to consult with her counsel, a "Releasing Party")releases and discharges the Company, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates, and all employee benefit plans sponsored by or contributed to by the Company (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (as of the effective date of this Release and, upon the Employee’s reaffirmation, through the Termination Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of every kind the relief or remedy; provided, however, and nature whatsoever (collectivelysubject to Paragraph 4 below, the "Released Claims") which Release is not intended to and does not limit the Releasing Party hasEmployee’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency, has had and the Release is not intended to and does not limit the Employee’s right to seek indemnification from the Company for third-party claims related to Employee’s service as a director or may have against officer of the Company. Without limiting the generality of the foregoing, it being the intention of the parties to make this Release as broad and as general as the law permits, this Release specifically includes, but is not limited to, and is intended to explicitly release, any one or more of and all subject matter and claims arising with respect to the Unvested Units; under the Employment Agreement; from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of 1967, as amended; the Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); 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); and other similar state or local laws; the Americans 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 fair dealing, defamation, invasion of privacy, or any other claim, arising out ofof or involving her employment with the Company, based upon the termination of her employment with the Company, or in involving any wayother matter, directly or indirectly, related including but not limited to the Company's business, my continuing effects of her employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) employment with the Company's obligations. The Employee further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, if anyrights, to pay CIC Payments pursuant demands, liabilities, action and causes of action that are unknown to the Change releasing or ​ ​ discharging party at the time of execution of the release and discharge. The Employee hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in Control Agreement between any jurisdiction including, but not limited to, the undersigned State of Delaware and the Company, dated [Date] (the “CIC Agreement”) or the rights State of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyUtah.

Appears in 1 contract

Samples: Employment Agreement (BRC Inc.)

General Release. For good Except for those obligations of Company under this Agreement and valuable considerationprovided, however, that nothing herein shall release the receipt Company or any Releasees obligations to Employee under the Employment Agreement (to the extent such obligations survive Employee’s termination of employment pursuant to the terms of the Employment Agreement), Employee, on behalf of Employee and adequacy of which is hereby acknowledgedEmployee’s dependents, Isuccessors, for myself and my successorsheirs, assigns, heirs agents, and representatives executors (eachcollectively, a "Releasing Party"the “Releasors”), hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges and covenants not to xxx, to the "Company")maximum extent permitted by law, the Company and its stockholderspredecessors, successors, subsidiaries, parents, branches, divisions, and other affiliates, and each of their current and former directors, officers, directors, employees, agents and shareholders, representatives, attorneys, successors and their respective successorsassignees, assignspast and present, heirs and representatives each of them (each, a "Released Party"), individually and collectively, “Releasees”) from and with respect to any and all claims, demandswages, agreements, obligations, demands and causes of action, liabilities or obligations, known or unknown, pending suspected or not pendingunsuspected, liquidated concealed or not liquidated, of every kind and nature whatsoever hidden (collectively, the "Released Claims") which the Releasing Party has”), has had or may have against of any one or more of the Released Parties kind whatsoever, including, without limitation, any Claims arising out of, based upon of or in any wayway connected with Employee’s employment relationship with or separation from, directly Company, any Claims for severance pay, bonus or indirectlysimilar benefit, related sick leave, pension, retirement, vacation pay, life insurance, health or medical insurance or any other fringe benefit, any benefits arising from any ERISA benefit plan, workers’ compensation or disability, and any other Claims resulting from any act or omission by or on the part of Releasees committed or omitted prior to the Company's businessSeparation Date, my employment including by way of example only, any Claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Company Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and the rules and regulations promulgated thereunder (“ADEA”), the Family and Medical Leave Act, the California Fair Employment and Housing Act, or the termination of such employmentany other federal, state or local law, regulation or ordinance. This release does not prevent Employee from filing a charge with or participating in an investigation by a governmental administrative agency; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsEmployee waives any right to receive any monetary award resulting from such a charge or investigation, if anyincluding, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned without limitation, interest, penalties, fines, and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyattorneys’ fees.

Appears in 1 contract

Samples: Employment Agreement (Korn Ferry International)

General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of which is hereby acknowledgedthis Amendment by the Administrative Agent and the Lenders, Iand the accommodations to the Borrower and the other Credit Parties set forth herein, for myself each of the Parent, the Borrower and my successorsthe other Credit Parties, assignson behalf of itself and its successors and assigns (collectively, heirs and representatives (each, a "Releasing Party"the “Releasors”), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law, and hereby agrees to hold each Releasee (the "Company"as defined below) harmless from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholderscauses of action, demands, suits, costs, expenses and damages (collectively, the “Claims”), that any Releasor now has, of whatsoever nature and kind, whether known or unknown, whether arising at law or in equity, against any or all of the Administrative Agent and the Lenders in any capacity and their respective affiliates, 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 consultants, agents, attorneys and attorneysother 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. The execution by the Parent, the Borrower and the other Credit Parties hereof shall constitute a ratification, adoption, and their respective successorsconfirmation by the Parent, assignsthe Borrower and the other Credit Parties of the foregoing general releases of all Claims against any Releasee which are based in whole or in part on facts, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities whether or obligations, not now known or unknown, pending existing on or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyprior to the date hereof. In entering into this Amendment, the "Released Claims") which Parent, the Releasing Party hasBorrower and the other Credit Parties have consulted with, has had and been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity hereof. The provisions of this Section shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: the Credit Agreement (aas amended hereby) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Credit Documents and payment in full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyObligations.

Appears in 1 contract

Samples: Credit Agreement (Trico Marine Services Inc)

General Release. For good a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan determined at the time of the Executive’s termination of employment (such payments and benefits, the receipt “Post-Termination Payments”) and adequacy of which is hereby acknowledgedafter consultation with counsel, Ithe Executive, for myself himself and my successorson behalf of each of the Executive’s heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer and its affiliated companies, and each of its stockholdersofficers, officersemployees, directors, employees, agents and attorneysshareholders, and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings, or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasExecutive’s employment relationship with and service as an employee, has had officer, or may have against any one or more director of the Released Parties arising out ofEmployer and any of its affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Executive’s service in any and all of such employmentrelevant capacities, (ii) the Employment Agreement, or (iii) 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 General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the CIC AgreementAmeriServ & its Affiliates”) under the Employment Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Employment Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of AmeriServ & its Affiliates or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of any member of AmeriServ & its Affiliates or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of AmeriServ & its Affiliates arising out of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Executive’s employment relationship under the Indemnification Employment Agreement between the Company and the undersignedExecutive’s service as an employee, and/or under applicable law and/or officer or director of the Employer or a member of AmeriServ & its Affiliates under the respective charters and by-laws of Employment Agreement or the Released Partiestermination thereof, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Samples: Employment Agreement (Ameriserv Financial Inc /Pa/)

General Release. For good 2 Subject to certain exceptions and valuable considerationExecutive’s protected rights, as respectively set forth in Sections 8 and 9 below, Executive hereby releases and forever discharges the Company, GoDaddy and their subsidiaries and affiliates (collectively, the receipt “GoDaddy Group”) and adequacy each of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective direct or indirect shareholders, officers, directors, employees, directors and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demands, actions and causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever action (collectively, “Claims”), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that Executive may have, or in the "Released Claims"future may possess arising out of (x) which the Releasing Party hasExecutive’s employment relationship with and service as a director, has had employee, officer, consultant or may have against manager of any one or more member of the Released Parties arising out ofGoDaddy Group, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentrelationship, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release shall have no effect whatsoever upon: without limiting any other provisions hereof, the release set forth herein will not apply to (ai) the Company's obligations, if any, obligations of the GoDaddy Group to pay CIC the Severance Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights accrued compensation described in Section 4 of the undersigned Severance Agreement, and (ii) the obligations of the GoDaddy Group to enforce such obligations; continue to provide director and officer indemnification (bincluding as applicable advancement of expenses) to Executive as provided (or as may be provided) in the governing documents of GoDaddy, under any applicable insurance policy maintained by any member(s) of the GoDaddy Group and/or under any agreement entered into between any member(s) of the GoDaddy Group on the one hand and Executive on the other. Executive further agrees that the benefits described in this Release will be in full satisfaction of any and all obligations claims for payments or benefits, whether express or implied, that Executive may have against any member of the Released Parties to defendGoDaddy Group arising out of Executive’s employment relationship with, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersignedExecutive’s capacity service as a director, officer and/or employee employee, officer, consultant or manager of, the GoDaddy Group and the termination thereof; and (c. This Section 6(a) does not apply to any and all rights the undersigned Claims that Executive may have to vested or accrued benefits or entitlements as of the date Executive signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in accordance with any applicable plan, agreement, program, award, policy or arrangement Section 6(b) of a Released Partythis Release.

Appears in 1 contract

Samples: Change in Control and Severance Agreement (GoDaddy Inc.)

General Release. For good In consideration of the payments and valuable considerationbenefits provided to you under this Agreement, and after consultation with counsel, you, and each of your respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the receipt “Releasors”) hereby irrevocably and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (each member of the "Company")Company Group and their respective officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasyour employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofCompany Group and the cessation of such relationship or service, based upon (ii) the Offer Letter and (iii) any event, condition, circumstance or in any wayobligation that occurred, directly existed or indirectly, related arose on or prior to the Company's business, my employment with the Company or the termination of such employmentdate hereof; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant Section 10 will not apply to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights obligations of the undersigned to enforce such obligations; (b) Company under this Agreement. The Releasors further agree that the payments and benefits described in this Agreement shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of your employment relationship or your service as an employee, officer or director of the Released Parties Company Group and the cessation thereof. This Section 10 does not apply to defend, indemnify, hold harmless or reimburse any Claims that the undersigned Releasors may have as of the date you sign this Agreement arising under the Indemnification Agreement between the Company Federal Age Discrimination in Employment Act of 1967, as amended, and the undersigned, and/or applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under applicable law and/or under the respective charters and by-laws ADEA are addressed in Section 11 of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Agreement.

Appears in 1 contract

Samples: Separation Agreement (Bunge LTD)

General Release. For good Each of the Sellers does hereby, and valuable considerationeach such Seller agrees to cause his or its Affiliates, successors and assigns and any other person or entity claiming by, through or under any of the foregoing to (and on behalf of each of them does hereby), effective as of, and contingent upon, the receipt Closing, unconditionally and adequacy of which is hereby acknowledgedirrevocably release, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release waive and forever discharge Comtech Telecommunications Corp. (the "Company")Parent, its stockholdersMerger Sub, Company and each of their past and current directors, managers, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, employees from any and all claims, demands, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the Effective Time, which, for the avoidance of doubt, includes (without limitation) any and all claims of breach and causes of action based on alleged breach and associated liabilities arising out of or relating to any commercial arrangement or agreement between Company and such Seller and/or such Seller’s Affiliates entered into prior to the Effective Time, but excludes and shall not apply to the rights of any such Seller and/or such Seller’s Affiliates (i) set forth in this Agreement or any other agreement or document executed or delivered in connection with this Agreement, (ii) set forth in any of the 2018 Transaction Documents, or (iii) under any contract of insurance covering directors, managers, and officers of Company. WITHOUT LIMITING THE FOREGOING, EACH SELLER (ON HIS, HER OR ITS OWN BEHALF AND ON BEHALF OF HIS, HER OR ITS AFFILIATES, SUCCESSORS AND ASSIGNS) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE STATUTE IN THE CONTEXT OF A GENERAL RELEASE, WHICH STATUTE GENERALLY PROVIDES FOR THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER OR ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MAY HAVE MATERIALLY AFFECTED HIS, HER OR ITS SETTLEMENT WITH THE DEBTOR.” EACH SELLER ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. Sellers represent and warrant that (x) there are no liens, or claims of lien, or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein, (y) the Sellers have not transferred or otherwise alienated any such claims or causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (cz) any Sellers are fully authorized and all rights entitled to give the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyreleases specified herein.

Appears in 1 contract

Samples: Merger Agreement (Aptera Motors Corp)

General Release. For good (a) As of the Closing, each of the Sellers, on behalf of itself and valuable considerationeach of its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, personal representatives and assigns, heirs and representatives (each, a "Releasing Party"), hereby release irrevocably releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Companies and Buyer, its stockholders, and each of their respective officers, directors, shareholders, equity holders, employees, agents Subsidiaries, predecessors, successors and attorneys, and their respective successors, assigns, heirs and representatives assigns (each, each a "Released Party"), individually and collectively, the “Released Parties”), for and from any and all claimsmanners of actions, demandscauses, causes of action, liabilities suits, debts, dues, Liabilities, rights, costs, expenses (including, without limitation attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, of whatever kind or obligationsnature, in law or in equity, known or unknown, pending foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, and whether or not pendingconcealed or hidden, liquidated whichever have or not liquidatedmay have existed, or which do exist, that may now or hereafter at any time be made or brought against any Released Party by such Seller by reason of every kind or in connection with any matter, cause, thing, action or omission whatsoever, arising, occurring, relating to or in respect of any time up through and nature whatsoever including the date hereof (collectively, the "Released Claims"Matters”); provided that nothing in this paragraph will release any Released Party from (i) which any obligations under this Agreement or any other Ancillary Agreement, (ii) any rights to indemnification or exculpation provided for in the Releasing Party hasCompanies’ Organizational Documents or otherwise in effect as of the date hereof, has had or may have claims with respect thereto including without limitation regarding indemnification or exculpation of any Seller for its actions as a director of any of the Companies, (iii) claims under the “tail” insurance policy or other insurance policy of the Companies, (iv) claims based on fraud; (v) claims arising out of any matter, cause or event arising after the Closing Date, or (vi) any claims of such Seller for wages, bonuses and benefits earned prior to the Closing Date (collectively, the “Excluded Matters”). From and after the date hereof, each Seller agrees on behalf of himself, herself or itself to not, directly or indirectly (including, without limitation, in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other party in commencing, instituting or maintaining, any Proceeding of any kind against any one or more of the Released Parties arising out of, based upon or with respect to any Released Matter(s) other than with respect to any Excluded Matter. (b) Each Seller acknowledges that the release in Section 11.05(a) includes releases of claims of which such Seller is presently unaware of or which such Seller does not presently suspect to exist. Each Seller agrees, represents and warrants that such Seller realizes and acknowledges that factual matters currently existing but now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown and unsuspected, and such Seller further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that such Seller nevertheless hereby intends to release, discharge and acquit the Released Parties from any waysuch unknown causes of action, directly claims, demands, debts, controversies, damages, costs, losses and expenses arising out of or indirectly, related with respect to the Company's businessclaims described in Section 11.05(a). Each Seller further acknowledges that such Seller has read and understands Section 1542 of the California Civil Code, my employment which reads 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, which if known by him or her must have materially affected his or her settlement with the Company debtor.” Each Seller hereby expressly waives and relinquishes all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to such Seller’s release of any unknown or unsuspected claims herein. Each Seller acknowledges that the termination inclusion of unknown and unsuspected claims was separately bargained for and was a key element of this Agreement. (c) Each Seller shall indemnify and hold the Released Parties harmless from and against all Damages arising from or in connection with the assertion by such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, Seller of any claim based upon or with respect to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”any Released Matter(s) or the rights breach of any of the undersigned to enforce covenants of such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions Seller set forth in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partythis Section 11.05.

Appears in 1 contract

Samples: Equity Purchase Agreement (Thoratec Corp)

General Release. For good In consideration of the payments and valuable considerationbenefits provided to the Employee under the Agreement, dated [DATE] (the "Agreement") and after consultation with counsel, the receipt Employee, and adequacy each of which is the Employee's respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the "Releasors") hereby acknowledged, I, for myself irrevocably and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby unconditionally release and forever discharge Comtech Telecommunications Corp. (the "Company")Company and each of their respective officers, its stockholders, officersemployees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, the "Released Claims"), 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) which the Releasing Party hasEmployee's employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofCompany, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentthe Employee's service as Chief Executive Officer, (ii) the Employment Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth hereto shall not apply to (i) the obligations of the Company under the Agreement and (ii) any indemnification rights the Employee may have no effect whatsoever upon: (a) in accordance with the Company's obligations, if any, governance instruments or under any director and officer liability insurance maintained by the Company with respect to pay CIC Payments pursuant to liabilities arising as a result of the Change in Control Agreement between the undersigned Employee's service as an officer and employee of the Company, dated [Date] (. The Releasors further agree that the “CIC Agreement”) or payments and benefits described in the rights Agreement shall be in full satisfaction of the undersigned to enforce such obligations; (b) any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company arising out of the Released Parties to defendEmployee's employment relationship or the Employee's service as an employee, indemnify, hold harmless officer or reimburse the undersigned under the Indemnification Agreement between director of the Company and the undersignedtermination thereof, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyapplicable.

Appears in 1 contract

Samples: Employment Agreement (Covance Inc)

General Release. For good (a) In exchange for Executive’s waiver of claims against the Released Persons (as defined below) and valuable considerationcompliance with the other terms and conditions of this Retirement Agreement, upon the effectiveness of this Retirement Agreement, the receipt Company agrees to provide Executive with the Retirement Benefit as set forth in Section 2 in accordance with the terms and adequacy conditions of which is hereby acknowledgedthis Retirement Agreement. (b) In consideration for the payments and benefits to be provided to Executive pursuant to Section 2 above, IExecutive, for myself himself and my successorsfor his heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and its subsidiaries, divisions, affiliates and related business entities, successors and assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), any of its stockholdersor their respective directors, officers, directorsfiduciaries, employeesagents, agents trustees, administrators, employees and attorneysassigns (in each case, and in their respective successors, assigns, heirs and representatives capacity as such) (each, a "collectively the “Released Party"), individually and collectively, Persons”) from any and all claims, suits, demands, causes of action, liabilities or covenants, obligations, debts, costs, expenses, fees and liabilities of any kind whatsoever in law or equity, by statute or otherwise, whether known or unknown, pending vested or contingent, suspected or unsuspected and whether or not pending, liquidated concealed or not liquidated, of every kind and nature whatsoever hidden (collectively, the "Released Claims") ”), which the Releasing Party Executive has had, now has, has had or may have against any one or more of the Released Parties Persons by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter arising up to and including the date on which Executive signs this Retirement Agreement, except as provided in subsection (d) below. (c) Without limiting the generality of the foregoing, this Retirement Agreement is intended to and shall release the Released Persons from any and all such claims, whether known or unknown, which Executive has had, now has, or may have against the Released Persons arising out ofof Executive’s employment or termination thereof, based upon including, but not limited to: (i) any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or in any way, directly or indirectly, related pension plan of the Released Persons subject to the terms and conditions of such plan and applicable law), the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act of 1988, or the Fair Labor Standards Act of 1938, in each case as amended; (ii) any other claim whether based on federal, state, or local law (statutory or decisional), rule, regulation or ordinance, including, but not limited to, breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iii) any claim for attorneys’ fees, costs, disbursements and/or the like. (d) Notwithstanding the foregoing, nothing in this Retirement Agreement shall be a waiver of claims: (1) that arise after the date on which Executive signs this Retirement Agreement; (2) regarding rights of indemnification and receipt of legal fees and expenses to which Executive is entitled under Section 3(b) of this Retirement Agreement, the Company's business’s or a subsidiary of the Company’s Certificate of Incorporation or By­ laws (or similar instrument), my employment with pursuant to any separate writing between Executive and the Company or any subsidiary of the termination Company or pursuant to applicable law; (3) relating to any claims for accrued, vested benefits under any employee benefit plan or retirement plan of the Released Persons subject to the terms and conditions of such employmentplan and applicable law (excluding any severance or termination pay plan, program or arrangement, claims to which are specifically waived hereunder or any equity awards other than the Retirement Benefit or stock options listed on Exhibit A or Exhibit B, claims to which are specifically waived hereunder); (4) any right to the continuation of health or dental benefits as provided by law; (5) those claims expressly excepted by this Retirement Agreement or otherwise not waivable; or (6) for sums or benefits expressly to be paid, provided, howeveror reimbursed under this Retirement Agreement. (e) In signing this Retirement Agreement, Executive acknowledges that Executive intends that this General Release Retirement Agreement shall have no be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Retirement Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Claims, if any, as well as those relating to any other Claims hereinabove mentioned or implied. (f) This Retirement Agreement is not intended, and shall not be construed, as an admission that any of the Released Persons has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever uponagainst Executive. (g) Should any provision of this Retirement Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Retirement Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document. (h) Executive represents and warrants that Executive has not assigned or transferred to any person or entity any of my rights which are or could be covered by this Retirement Agreement, including but not limited to the waivers and releases contained in this Retirement Agreement. (i) Executive acknowledges that Executive: (a) has carefully read this Retirement Agreement in its entirety; (b) has had an opportunity to consider for at least twenty­one (21) days the terms of this Retirement Agreement; (c) is hereby advised by the Company in writing to consult with an attorney of Executive’s choice in connection with this Retirement Agreement; (d) fully understand the significance of all of the terms and conditions of this Retirement Agreement and have discussed them with Executive’s independent legal counsel, or have had a reasonable opportunity to do so; (e) has had answered to Executive’s satisfaction by Executive’s independent legal counsel any questions Executive has asked with regard to the meaning and significance of any of the provisions of this Retirement Agreement; and (f) is signing this Retirement Agreement voluntarily and of Executive’s own free will and agree to abide by all the terms and conditions contained herein. (j) Executive understands that he will have at least twenty­one (21) days from the date of receipt of this Retirement Agreement to consider the terms and conditions of this Retirement Agreement. Executive may accept this Retirement Agreement by signing it and returning it to the Company's obligations, if any, to pay CIC Payments ’s General Counsel at the address specified pursuant to the Change in Control Section 18 of this Retirement Agreement between the undersigned and the Companyon or before August 10, dated [Date] 2017. After executing this Retirement Agreement, Executive shall have seven (7) days (the “CIC AgreementRevocation Period”) or to revoke this Retirement Agreement by indicating Executive’s desire to do so in writing delivered to the rights General Counsel at the address above by no later than 5:00 p.m. on the seventh (7th) day after the date Executive signs this Retirement Agreement. The effective date of this Retirement Agreement shall be the eighth (8th) day after Executive signs the Retirement Agreement (“Retirement Agreement Effective Date”). If the last day of the undersigned to enforce such obligations; (b) any and all obligations Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Released Parties Revocation Period will be deemed to defendbe the next business day. In the event Executive does not accept this Retirement Agreement as set forth above, indemnifyor in the event Executive revokes this Retirement Agreement during the Revocation Period, hold harmless or this Retirement Agreement, including but not limited to the obligation of the Company to provide the Retirement Benefit provided in Section 2 above, shall be deemed automatically null and void. (k) Any dispute regarding this Retirement Agreement shall be subject to Delaware law without reference to its choice of law provisions. Executive agrees to reimburse the undersigned under the Indemnification Company for out­of­pocket costs and expense reasonably incurred by in connection with enforcing this Retirement Agreement between (including attorney’s fees) with respect to each claim on which the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partysubstantially prevails.

Appears in 1 contract

Samples: Retirement Agreement (Six Flags Entertainment Corp)

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, IExecutive, for myself Executive and my 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 Company, and its subsidiaries, affiliates and related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, together with each of their respective owners, assigns, heirs agents, directors, general and representatives (eachlimited partners, a "Releasing Party")shareholders, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, directors, employees, agents and attorneys, advisors, trustees, fiduciaries, administrators, agents or representatives, and any of their respective successors, assignspredecessors and successors and each of their estates, heirs and representatives assigns (each, a "Released Party"), individually and collectively, the “Company Releasees”) from any and all charges, allegations, complaints, claims, demandsliabilities, obligations, promises, agreements, causes of action, liabilities rights, costs, losses, debts and expenses of any nature whatsoever, including those arising from or obligationsrelated to the Executive’s Change in Control and Severance Agreement, dated June 26, 2017, known or unknown, pending suspected or not pending, liquidated or not liquidated, of every kind and nature whatsoever unsuspected (collectively, the "Released Claims") which Executive or the Releasing Party hasReleasors ever had, has had now have, may have, or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any one or more of the Released Parties other Company Releasees: (a) from the beginning of time to the date upon which Executive signs this Agreement, (b) arising out of, based upon or in any wayrelating to, directly or indirectly, related to the Company's business, my Executive’s employment with the Company or and/or the termination of such Executive’s employment; or (c) arising out of or related to any agreement or arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and/or local 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 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 Rehabilitation Act of 1973, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and 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 have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) release or the impair any rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or that cannot be waived under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partylaw.

Appears in 1 contract

Samples: Employment Agreement

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of herself, her representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with her counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that she ever had or now has (through the Separation Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, of every kind and nature whatsoever (collectivelybefore any federal, the "Released Claims") which the Releasing Party hasstate, has had local, or may have against any one private court, agency, arbitrator, mediator, or more other entity, regardless of the Released Parties arising out of, based upon relief or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of such employmentremedy; provided, however, that this General Release shall have no effect whatsoever upon: and subject to Paragraph 5 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 (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the CIC AgreementEEOC”) or another governmental agency. Without limiting the rights generality of the undersigned to enforce such obligations; (b) any and all obligations foregoing, it being the intention of the Released Parties parties to defendmake this release as broad and as general as the law permits, indemnifythis release specifically includes, hold harmless or reimburse the undersigned but is not limited to, and is intended to explicitly release: any claims under the Indemnification Employment Agreement by and between the Company and Executive, dated February 22, 2006 (the undersigned, and/or under applicable law and/or “Employment Agreement”); and any and all subject matter and claims arising from any alleged violation by the Released Parties under the respective charters and by-laws Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act of 1990; the Fair Labor Standards Act; Title VII of the Released PartiesCivil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); 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 Employment Act, the Kansas wage payment statutes, and other similar state or local laws; the Americans 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 fair dealing, defamation, invasion of privacy, or any other claim, arising out of or involving her employment with the Company, her services to the Parent, the termination of her employment with the Company, or involving any other matter, including but not limited to the continuing effects of her employment with the Company, her services to the Parent, or termination of employment with the Company. The Executive further acknowledges that she 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 she would otherwise be entitled by virtue of the 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 apply with respect to the Executive’s right (i) to 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) any vested benefits Executive previously earned and was entitled to prior to termination (including Company stock, which previously vested and is owned by Executive); (iii) 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 COBRA rights), (iv) to 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 pursuant the Company to which the Executive is a party as of the date hereof, and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies, if any, for acts or omissions policies as in the undersigned’s capacity as a director, officer and/or employee thereofeffect from time to time; and (cv) to take any and all rights the undersigned may have to vested or accrued benefits or entitlements under and action as set forth in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released PartyParagraph 8.

Appears in 1 contract

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

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