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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]
Appears in 8 contracts
Samples: Control Agreement (Comtech Telecommunications Corp /De/), Control Agreement (Comtech Telecommunications Corp /De/), Control Agreement (Comtech Telecommunications Corp /De/)
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 to enforce such obligations; (b) by the Releasees, or any and all obligations of the Released Parties to defendthem, 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. The Released Claims includeincluding, 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 attorneys’ 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 (a) all claims arising out of or relating any related agreement to which any Releasee is a party); any alleged breach of contractany 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 Fair Labor Standards Actemployment of the undersigned; any claims under federal, the Age Discrimination in Employment Actstate, 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 National Labor Relations Consolidated Omnibus Budget Reconciliation Act of 1985, the Equal Pay Act, the Americans with Disabilities Act, Sections 503 and 504 of the Employee Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act, the Executive Retirement Income Security Act and/or (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 federalprovisions 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 local statuteprohibiting discrimination or retaliation upon the basis of age, lawrace, ordinancesex, regulation national origin, religion, disability or order 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 the same may be amended or supplemented from time to time, the “Equity Agreements”), and any claims the undersigned may have for breach of any of the Equity Agreements; (biii) all claims any claim or right that may not be released by private agreement, including without limitation, any claim for back pay, lost unemployment insurance benefits, reinstatementany workers’ compensation claim and any claim for indemnification under California Labor Code Sections 2800 or 2802, liquidated damagesthe Company and/or its parents, punitive damagessubsidiaries or affiliate’s bylaws, and damages on account of any alleged personalarticles or insurance policies, physical or emotional injury, and (civ) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I the undersigned may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required be indemnified by the Age Discrimination in Employment Act Company or any of 1967, that: (a) my waiver and release specified herein does not apply to any rights its affiliates by operation of law or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreementorganizational agreements of the Company and/or its affiliates; or (bv) I have the undersigned’s right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it any amount owing to the Company undersigned pursuant to Section 4 of the Employment Agreement dated as of _______________________, 2022, by such dateand between 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. Dated: Schedule 5(iii) [Competitor Entities]THE UNDERSIGNED, BEING AWARE OF SAID LAWS, HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 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) 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”) on any rights 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 claims under the Indemnification Agreement between ADEA I may have against the Company and that arise after 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. date I agree that I am voluntarily executing execute this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing Release or on any vested rights I may have under any of the Age Discrimination in Employment Act Company’s qualified benefit plans or arrangements as of 1967 and that the consideration given for the waiver and release is in addition to anything or after my last day of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights employment with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]or on any of the Company’s obligations under the Employment Agreement.
Appears in 5 contracts
Samples: Employment Agreement (Devon Energy Corp/De), Management Agreement (Vaughan Foods, Inc.), Management Agreement (Vaughan Foods, Inc.)
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 "Released Claims"date upon which Executive signs this Agreement and (ii) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon from or in any way, directly or indirectly, way related to the Company's business, my Executive’s employment or termination of 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 policiesin each case, if anythat Executive ever had, for acts now has, or omissions in may hereafter have against any Released Party (the undersigned’s capacity as a director“Released Claims”), officer and/or employee thereof; and including, but not limited to, (cx) 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Federal Age Discrimination in Employment Act of 1967, that: as amended, and the applicable rules and regulations promulgated thereunder (a“ADEA”) my waiver and release specified herein does (y) any other federal, state, local or other law, regulation, ordinance, constitutional provisions, executive order or other source of law; provided, however, that the Released Claims will not apply include (A) the obligations of the Company under this Agreement or the obligation of the Company to pay the Severance Benefits, (B) the obligations of the Company to continue to provide indemnification to Executive as provided in the Company’s or any rights of its affiliate’s governing documents or claims that may arise after as otherwise agreed with Executive under the date I sign this General Release Employment Agreement or my rights any other agreement providing for indemnification rights, (C) any Claim under directors’ and officers’ insurance or other fiduciary or liability coverage, including with respect to CIC Paymentsany claims made or threatened against Executive in Executive’s capacity as a director, if anymanager, payable officer or employee of the Company or any of its affiliates or as an administrator under any of its employee benefit plans, (D) any Claim to me 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 (F) 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 the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; Agreement will be in full satisfaction of any and (e) this General Release all Released Claims. The provision of such payments will not be effective until deemed an admission of liability or wrongdoing by any of the date on which Released Parties. Notwithstanding the revocation period has expiredforegoing, which will be the eighth day after I sign nothing in this General ReleaseAgreement shall prohibit Executive from confidentially or otherwise communicating or filing a charge or complaint with a federal, assuming I have returned it state, local or other governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation or giving truthful testimony to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]a governmental agency or regulatory entity if properly subpoenaed or otherwise required to do so under applicable law.
Appears in 5 contracts
Samples: Executive Employment Agreement (BTRS Holdings Inc.), Employment Agreement (BTRS Holdings Inc.), Employment Agreement (BTRS Holdings Inc.)
General Release. For good (a) As of the date of this Amendment, 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 Amendment, 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 Amendment, 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 Amendment, 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 to insurance policies, if any, for acts arising directly or omissions in indirectly from any of 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. The Released Claims include, without limitationbut are not limited to, (a) any and all unknown, unanticipated, unsuspected or misunderstood claims arising out and defenses which existed, arose or occurred at any time prior to the date of or relating to breach this Amendment, all of contract, which are released by the Fair Labor Standards Act, the Age Discrimination provisions hereof in Employment Act, Title VII favor of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Released Parties.
Appears in 4 contracts
Samples: Fourth Lender Forbearance Agreement (GTT Communications, Inc.), Fourth Lender Forbearance Agreement and Consent (GTT Communications, Inc.), Fourth Lender Forbearance Agreement (GTT Communications, Inc.)
General Release. For good In exchange for the Release Pay set forth in Paragraph 1 above, and valuable considerationother consideration provided to you in this Release Agreement, the receipt and adequacy of which is you hereby acknowledgedagree unconditionally to release, Iacquit, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")Casey’s, and all of its stockholdersparents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their current and former owners, shareholders, general or limited partners, joint venturers, directors, officers, directors, employees, agents agents, representatives, and attorneys, and their respective successorsany persons acting by, assignsthrough, heirs under, or in concert with any of them, and representatives all successors and assigns thereof (each, a "Released Party"), individually and collectively, “Released Parties”) from any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilities or obligationssuits, known or unknownrights, pending entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, whether or not pendingyou know about them at the time this Release Agreement becomes effective and enforceable, liquidated and even if you would not have entered into this Release Agreement had you known about them, which you now have or not liquidatedmay later claim to have against the Released Parties, individually or collectively, because of every kind any matter, act, omission, transaction, occurrence, or event that has or is alleged to have occurred up to the date you sign this Release Agreement and nature whatsoever is related in any way to Casey’s, its operations, your employment with Casey’s, or your separation from said employment, other than as set forth in Section 2(c) below (collectively, “Claims”). You hereby waive any right to receive any benefits or remedial relief as a consequence of any Claims filed with or by the "Released Claims") which Equal Employment Opportunity Commission (the Releasing Party has“EEOC”), has had any other state or may have federal agency or any other person or entity (governmental or otherwise), including any class or collective action lawsuit or complaint filed by any individual or entity against any 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 (such waiver together with the Company or release in preceding sentence, the termination of such employment; provided, however, that this “General Release”). 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to release or waive any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Agreement is executed.
Appears in 3 contracts
Samples: Employment Agreement (Caseys General Stores Inc), Employment Agreement (Caseys General Stores Inc), Employment Agreement (Caseys General Stores Inc)
General Release. For good In consideration of the mutual promises and valuable considerationundertakings in this Agreement, the receipt Executive and adequacy of which is hereby acknowledgedExecutive's family members, Iheirs, for myself and my successors, assigns, heirs and representatives assigns (each, a collectively the "Releasing PartyParties")) hereby release, hereby release acquit, 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 claimsclaims and demands of whatever kind or character, demandswhether vicarious, causes of actionderivative, liabilities or obligationsdirect, known or unknownthat Executive and the other Releasing Parties, pending or not pendingindividually, liquidated or not liquidated, of every kind and nature whatsoever (collectively, or otherwise, may now or hereafter have or assert against: (i) HEC; (ii) any corporation, general or limited partnership, or other entity affiliated with HEC through common ownership; or (iii) any officer, director, partner, trustee, fiduciary, agent, employee, representative, insurer, attorney, or any successors and assigns of the persons or entities just named (collectively the "Released ClaimsParties") which the Releasing Party has). This General Release includes but is not limited to any claim or demand based on any federal, has had state, or may have against any one local statutory or more of the Released Parties arising out of, based upon common law or in any wayconstitutional provision that applies or is asserted to apply, directly or indirectly, related to the Company's businessformation, my employment with the Company continuation, or the termination of such employment; providedExecutive's employment relationship with HEC. Thus, however, that this General Release shall have no effect whatsoever upon: (a) Executive and the Company's obligations, if any, other Releasing Parties agree to pay CIC Payments pursuant waive to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) maximum extent permitted by law any claims or the rights demands against HEC or any of the undersigned to enforce other Released Parties such obligationsas for wrongful discharge; unlawful employment discrimination on the basis of age or any other form of unlawful employment discrimination; retaliation; breach of contract (b) any and all obligations express or implied), breach of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company duty of good faith and the undersigned, and/or under applicable law and/or under the respective charters and by-laws fair dealing; violation of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in public policy of 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contractUnited States, the Fair Labor Standards ActState of Colorado, or any other state; intentional or negligent infliction of emotional distress; tortious interference with contract; promissory estoppel; detrimental reliance; defamation of character; duress; negligent misrepresentation; intentional misrepresentation or fraud; invasion of privacy; loss of consortium; assault; battery; conspiracy; bad faith; negligent hiring, retention, or supervision; any intentional or negligent act of personal injury; any alleged act of harassment or intimidation; or any other intentional or negligent tort; or any alleged violation of the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, ; the Americans with Disabilities Act, ; the Family and Medical Leave Act; the Employee Retirement Income Security Act and/or Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Colorado Anti-Discrimination in Employment Act; the Colorado Civil Rights Act; the Colorado Labor Peace Act; or any other federal, state state, or local statute, lawrule, order or ordinance. The effect of Executive's acceptance of this Agreement is to release, regulation or order as the same may be amended or supplemented from time to timeacquit, (b) and forever discharge any and all claims and demands of whatever kind or character that Executive or any of the other Releasing Parties may now have or hereafter have or assert against HEC or any of the other Released Parties for any liability, whether vicarious, derivative, or direct. This release includes any claims or demands for damages (actual or punitive), back wages, future wages or front pay, lost commissions, bonuses, severance benefits, reinstatementmedical expenses and the costs of any counseling, reinstatement or priority placement, promotion, accrued leave benefits, past and future medical or other employment benefits (except as to which there is existing contractual or vested entitlement) including contributions to any employee benefit plans, retirement benefits (except as to which there is vested entitlement), benefits under the 1999 Long Term Incentive Plan of Hallwood Energy Corporation, benefits provided for under the Change of Control Agreement, relocation expenses, compensatory damages, injunctive relief, liquidated damages, punitive damagespenalties, equitable relief, attorney's fees, costs of court, disbursements, interest, and damages on account any and all other loss, expense, or detriment of whatever kind or character, resulting from, growing out of, connected with, or related in any alleged personalway to the formation, physical continuation, or emotional injurytermination of Executive's employment relationship with HEC. This General Release does not apply to any rights or claims that arise under the Amended and Restated Phantom Working Interest Incentive Plan of Hallwood Energy Corporation or to any rights or claims that may arise after the date this Agreement is executed (until such time as Executive has subsequently renewed and ratified this Agreement by executing the Renewal and Ratification Agreement attached hereto as Exhibit A, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing at which time this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does Release will not apply to any rights or claims that may arise after the date I sign this General Release Executive's Renewal and Ratification Agreement is executed). Notwithstanding the foregoing, Executive does not release any claims he or my rights with respect to CIC Payments, if any, payable to me pursuant to she might have for indemnification under the CIC Agreement; (b) I have articles of incorporation or bylaws of the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until HEC or its affiliates as of the date on which the revocation period has expired, which will be the eighth day after I sign of this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Agreement.
Appears in 3 contracts
Samples: Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy Corp)
General Release. For good Employee hereby irrevocably and valuable considerationunconditionally releases, the receipt and adequacy of which is hereby acknowledgedacquits, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Company and its affiliates, its stockholders, and their officers, directors, employeespartners, agents and members, shareholders, representatives, agents, attorneys, and their respective successorsemployees and each of the affiliates, predecessors, successors and assigns, heirs and representatives family members of the aforementioned (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or obligationsevent, whether known or unknown, pending and whether 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 in litigation that Employee may have against any one or more of the Released Parties arising out ofthat could be asserted by another on Employee’s behalf, based upon on any action, omission or in any way, directly or indirectly, related event relating to the Company's business, my Employee’s employment with the Company or and/or the termination of such employment; provided, however, that cessation thereof through the date Employee executes this Agreement. 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 includes actions claiming violation 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866as amended, the National Labor Relations Act42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act and/or of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local statute, law, ordinanceregulation, regulation ordinance or order as common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the same may be amended Company or supplemented from time to time, (b) all any of the Releasees. This General Release also includes any claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damageswrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and damages on account any actions raising tortious claims or any claim of express or implied contract of employment or any alleged personalother cause of action or claims of violation of common law. This General Release is for any and all relief, physical without regard to its form or emotional injury, characterization. Included in this General Release are any and (c) all claims for attorneys' ’ fees and costsfor future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. I agree that I am voluntarily executing Notwithstanding the foregoing, this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under Release shall not release the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: Company from (a) my waiver and release specified herein does not apply to any rights obligations under this Agreement or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Employment Agreement; (b) I have any obligations regarding any rights of Employee as a current or former officer, director or employee of the right Company or its affiliates to consult with an attorney prior indemnification under the terms of the Employment Agreement, the Company’s bylaws or charter or any insurance policy or other agreement under which Employee is entitled to signing this General Releaseindemnification or directors’ and officers’ liability coverage; (c) I have twenty-one (21any claims or causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) days to consider this General Release (although I may choose to sign it earlier)benefits; and (d) I have seven any claims as the holder or beneficial owner of securities (7or other rights relating to securities, including equity awards) days after I sign of the Company or its affiliates. By signing this General Release Agreement, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to revoke it; and (e) any of the matters set forth in this General Release paragraph. Employee further represents that Employee will not be effective until entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]matters released hereby.
Appears in 3 contracts
Samples: Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial 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 this General Release (A) Releasing Parties shall have no effect whatsoever upon: (a) the Company's obligations, if any, retain their rights to pay CIC Payments pursuant to the Change funds 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 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 plan, agreement, program, award, policy or arrangement security interests of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesAgent therein, and damages on account any right of any alleged personal, physical offset or emotional injuryrecoupment with respect thereto, and (cB) all claims for attorneys' fees 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 costsReleasing Parties from and after the effectiveness of this Amendment. I 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 court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is an essential and material of this Amendment, and that the agreements in addition this paragraph are intended to anything be in full satisfaction of value any alleged injuries or damages to which I was already entitledor of any Releasing Parties in connection with the Released Matters. I further acknowledge Each Releasing Party represents and warrants that I have been advised by 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 writingrelease shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver well as those known and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights anticipated. Releasing Parties each have consulted with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney legal counsel prior to signing this General Release; (c) I have twenty-one (21) days release, or had an opportunity to consider this General Release (although I may choose obtain such counsel and knowingly chose not to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; do so, and (e) this General Release will not be effective until each Releasing Party executes such release voluntarily, with the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]intention of fully and finally extinguishing all Released Matters.
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 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) 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”) on any rights 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 claims I may have against the Company and that arise after 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. date I agree that I am voluntarily executing execute this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing , or on any vested rights I may have under any of the Age Discrimination in Employment Act Company’s qualified benefit plans or arrangements as of 1967 and that or after my last day of employment with the consideration given for Company, or on any of the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by Company’s obligations under the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Severance Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
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 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 Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services 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, 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 other than the rights of and obligations under this Release, and except as to claims arising under the undersigned to enforce such obligations; Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) any and all obligations of the Released Parties below. Except as to defend, indemnify, hold harmless or reimburse the undersigned claims arising under the Indemnification Agreement between the Company ADEA, which are covered in subsection (b) below, 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, as provided for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and subsection (c) any below, this Release shall be construed as broadly as possible 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. The Released Claims include, shall include without limitation: (i) any contractual or other claims of employment, benefits, or payment you may have; (aii) all 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; (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 breach the issuance of contractall outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, arising under the Fair Labor Standards Act, the Age Discrimination in Employment Act, following: · Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the as amended; · The Americans with Disabilities ActAct of 1990, the 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 and/or 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 statutecivil or human rights law or other local, state or federal law, ordinance, regulation or order as the same may be amended ordinance; · any public policy, contract, tort, or supplemented from time common law (including, without limitation, those relating to timefraud, (b) all claims for back paywhistleblower, lost benefitsretaliation, reinstatement, liquidated damages, punitive damages, and damages on account negligent or intentional conduct of any alleged personalnature, physical or constructive discharge, emotional distress, personal injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expiredor · intentional conduct of any nature, which will be the eighth day after I sign this General Releaseconstructive discharge, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]emotional distress, personal injury.
Appears in 2 contracts
Samples: Employment Agreement (Crossroads Systems Inc), Employment Agreement (Crossroads Systems Inc)
General Release. [The language in this Release may change based on legal developments and evolving bestpractices; this form is provided as an example of what will be included in the final Release document.] This release is being executed pursuant to the Employment Agreement, effective as of October 18, 2017, between Presidio Property Trust, Inc. (the “Company”) and Xxxx X. Xxxxxxxx (the “Agreement”). 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 "Company")“Releasees” hereunder, consisting of the Company and each of its stockholderspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directors, employees, 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 date hereof. The Claims released herein include, without limiting the generality of the Released Parties foregoing, 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 employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasee’s right to enforce such obligations; (b) any and all obligations terminate the employment 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 alleged violation of any federal, state or accrued benefits local statute or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeordinance including, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Age Discrimination In Employment Act, the Americans with With Disabilities Act, and the Employee Retirement Income Security Act California Fair Employment and Housing Act. Notwithstanding the foregoing, this release shall not operate to release the following Claims: (i) Claims based on any right the undersigned may have to enforce the Company’s executory obligations under the Agreement; (ii) Claims the undersigned may have to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company; (iii) any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company; (iv) any Claims which cannot be waived under applicable law; (v) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (vi) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (vii) the undersigned’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other federal, state or local statutegovernment agency claims of discrimination, lawor from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, ordinancestate or local government agency; provided, regulation or order as the same may be amended or supplemented from time to timehowever, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given undersigned does release his or her right to secure any damages for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: alleged discriminatory treatment; or (aviii) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the undersigned’s right to consult with an attorney prior to signing this General Release; (c) I have twentycommunicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. Exhibit A US-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expiredDOCS\93731500.3 THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, which will be the eighth day after I sign this General ReleaseWHICH 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, assuming I have returned it to the Company by such dateWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Dated: Schedule 5(iii) [Competitor Entities]IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 2 contracts
Samples: Employment Agreement (Presidio Property Trust, Inc.), Employment Agreement (Presidio Property Trust, Inc.)
General Release. For good In consideration of the terms and valuable considerationconditions of that certain employment agreement by and between (among others) Xxxxxxx X. Ballhaus (“Ballhaus”) and SRA International, Inc. (the receipt “Company”), dated as of July 20, 2011 (the “Employment Agreement”), and adequacy with the intention of which is hereby acknowledgedbinding Ballhaus and Ballhaus’s heirs, Iexecutors, for myself administrators and my successors, assigns, heirs and representatives (eachBallhaus does hereby release, a "Releasing Party")remise, hereby release acquit and forever discharge Comtech Telecommunications Corp. the Company, its subsidiaries and affiliates (collectively, the "Company"“Company Affiliated Group”), Providence Equity Partners L.L.C. and its stockholders, affiliates (including those investment vehicles which are directly or indirectly managed by Providence Equity Partners L.L.C. and those entities which serve as the general partner or managing member of any such vehicles) and each of 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 pendingunsuspected which Ballhaus, liquidated individually or not liquidatedas a member of a class, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party 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 arising out ofParty (an “Action”), 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. The Released Claims includeincluding, without limitation, (ai) all claims arising out of or relating in connection with Ballhaus’s services to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity and the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for violation of or failure to comply with any public policy and (v) 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 Fair Labor Standards ActEmployee 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, the Age Discrimination in Employment ActCivil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Civil Rights Act of 1866, the National Labor Relations Act1991, the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, Family and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Medical Leave Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing1993, as required by the Age Discrimination in Employment Act of 1967, that: as amended (a) my waiver “ADEA”), and release specified herein does not apply the Older Workers Benefit Protection Act, or any other federal or state statute or local ordinary pertaining to any rights discrimination in employment or claims that may arise after the date I sign this General Release or my rights with respect to CIC Paymentstermination of employment, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]excepting only:
Appears in 2 contracts
Samples: Separation Agreement and Release (Sra International, Inc.), Separation Agreement and Release
General Release. For good and 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 "Company")“Releasees” hereunder, consisting of EngageSmart, Inc., and its stockholderspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directors, employees, 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 date hereof. The Claims released herein include, without limiting the generality of the Released Parties foregoing, 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 employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to enforce such obligations; (b) any and all obligations terminate the employment 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 alleged violation of any federal, state or accrued benefits local statute or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeordinance including, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Age Discrimination In Employment Act, and the Americans with With Disabilities Act. Notwithstanding the foregoing, this general release (the Employee Retirement Income Security Act “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under either Section [4(a) or 4(b)] of that certain Employment Agreement, effective as of [ ], between [ ] and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section [2(b)(iv)] of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local statutegovernment regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 2 contracts
Samples: Employment Agreement (EngageSmart, Inc.), Employment Agreement (EngageSmart, 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 [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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 2 contracts
Samples: Control Agreement (Comtech Telecommunications Corp /De/), Control Agreement (Comtech Telecommunications Corp /De/)
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 to insurance policies, if any, for acts arising directly or omissions in indirectly from any of 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. The Released Claims include, without limitationbut are not limited to, (a) any and all unknown, unanticipated, unsuspected or misunderstood claims arising out and defenses which existed, arose or occurred at any time prior to the date of or relating to breach this Agreement, all of contract, which are released by the Fair Labor Standards Act, the Age Discrimination provisions hereof in Employment Act, Title VII favor of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Released Parties.
Appears in 2 contracts
Samples: Fourth Lender Forbearance Agreement (GTT Communications, Inc.), Third Lender Forbearance Agreement (GTT Communications, Inc.)
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 of the undersigned to enforce such obligations; (b) any and all payment and/or benefit obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Employer 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injuryAgreement, and (cv) all any claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I Officer, may have under any plans or programs not covered by the Age Discrimination Agreement in Employment Act of 1967 which Officer participated and under which Officer has accrued and become entitled to a benefit. Except as provided in the immediately preceding sentence, the Releasors further agree that the consideration given for payments and benefits the waiver Employer makes and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, provides as required by the Age Discrimination Agreement shall be in Employment Act full satisfaction of 1967any and all Claims for payments or benefits, that: (a) my waiver whether express or implied, that the Releasors may have against the Employer or any of its affiliates arising out of the Officer's employment relationship under the Agreement and release specified herein does not apply to any rights the Officer's service as an employee, officer or claims that may arise after director of the date I sign this General Release Employer under the Agreement or my rights with respect to CIC Paymentsthe termination thereof, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]as applicable.
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 In consideration of the mutual promises and valuable considerationundertakings in this Agreement, the receipt Executive and adequacy of which is hereby acknowledgedExecutive's family members, Iheirs, for myself and my successors, assigns, heirs and representatives assigns (each, a collectively the "Releasing PartyParties")) hereby release, hereby release acquit, 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 claimsclaims and demands of whatever kind or character, demandswhether vicarious, causes of actionderivative, liabilities or obligationsdirect, known or unknownthat Executive and the other Releasing Parties, pending or not pendingindividually, liquidated or not liquidated, of every kind and nature whatsoever (collectively, or otherwise, may now or hereafter have or assert against: (i) HEC; (ii) any corporation, general or limited partnership, or other entity affiliated with HEC through common ownership; or (iii) any officer, director, partner, trustee, fiduciary, agent, employee, representative, insurer, attorney, or any successors and assigns of the persons or entities just named (collectively the "Released ClaimsParties") which the Releasing Party has). This General Release includes but is not limited to any claim or demand based on any federal, has had state, or may have against any one local statutory or more of the Released Parties arising out of, based upon common law or in any wayconstitutional provision that applies or is asserted to apply, directly or indirectly, related to the Company's businessformation, my employment with the Company continuation, or the termination of such employment; providedExecutive's employment relationship with HEC. Thus, however, that this General Release shall have no effect whatsoever upon: (a) Executive and the Company's obligations, if any, other Releasing Parties agree to pay CIC Payments pursuant waive to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) maximum extent permitted by law any claims or the rights demands against HEC or any of the undersigned to enforce other Released Parties such obligationsas for wrongful discharge; unlawful employment discrimination on the basis of age or any other form of unlawful employment discrimination; retaliation; breach of contract (b) any and all obligations express or implied), breach of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company duty of good faith and the undersigned, and/or under applicable law and/or under the respective charters and by-laws fair dealing; violation of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in public policy of 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contractUnited States, the Fair Labor Standards ActState of Colorado, or any other state; intentional or negligent infliction of emotional distress; tortious interference with contract; promissory estoppel; detrimental reliance; defamation of character; duress; negligent misrepresentation; intentional misrepresentation or fraud; invasion of privacy; loss of consortium; assault; battery; conspiracy; bad faith; negligent hiring, retention, or supervision; any intentional or negligent act of personal injury; any alleged act of harassment or intimidation; or any other intentional or negligent tort; or any alleged violation of the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, ; the Americans with Disabilities Act, ; the Family and Medical Leave Act; the Employee Retirement Income Security Act and/or Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Colorado Anti- Discrimination in Employment Act; the Colorado Civil Rights Act; the Colorado Labor Peace Act; or any other federal, state state, or local statute, lawrule, order or ordinance. The effect of Executive's acceptance of this Agreement is to release, regulation or order as the same may be amended or supplemented from time to timeacquit, (b) and forever discharge any and all claims and demands of whatever kind or character that Executive or any of the other Releasing Parties may now have or hereafter have or assert against HEC or any of the other Released Parties for any liability, whether vicarious, derivative, or direct. This release includes any claims or demands for damages (actual or punitive), back wages, future wages or front pay, lost commissions, bonuses, severance benefits, reinstatementmedical expenses and the costs of any counseling, reinstatement or priority placement, promotion, accrued leave benefits, past and future medical or other employment benefits (except as to which there is existing contractual or vested entitlement) including contributions to any employee benefit plans, retirement benefits (except as to which there is vested entitlement), benefits under the 1999 Long Term Incentive Plan of Hallwood Energy Corporation, benefits provided for under the Change of Control Agreement, relocation expenses, compensatory damages, injunctive relief, liquidated damages, punitive damagespenalties, equitable relief, attorney's fees, costs of court, disbursements, interest, and damages on account any and all other loss, expense, or detriment of whatever kind or character, resulting from, growing out of, connected with, or related in any alleged personalway to the formation, physical continuation, or emotional injurytermination of Executive's employment relationship with HEC. This General Release does not apply to any rights or claims that arise under the Amended and Restated Phantom Working Interest Incentive Plan of Hallwood Energy Corporation or to any rights or claims that may arise after the date this Agreement is executed (until such time as Executive has subsequently renewed and ratified this Agreement by executing the Renewal and Ratification Agreement attached hereto as Exhibit A, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing at which time this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does Release will not apply to any rights or claims that may arise after the date I sign this General Release Executive's Renewal and Ratification Agreement is executed). Notwithstanding the foregoing, Executive does not release any claims he or my rights with respect to CIC Payments, if any, payable to me pursuant to she might have for indemnification under the CIC Agreement; (b) I have articles of incorporation or bylaws of the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until HEC or its affiliates as of the date on which the revocation period has expired, which will be the eighth day after I sign of this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy 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. .. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Paymentsseverance compensation, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]___________________________ ___________________________
Appears in 2 contracts
Samples: Comtech Telecommunications Corp /De/, Comtech Telecommunications Corp /De/
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 to insurance policieson or before the date of execution of this Amendment, if anyWHETHER KNOWN OR UNKNOWN, for acts or omissions in the undersigned’s capacity as a directorFORESEEN OR UNFORESEEN, 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. The Released Claims includeincluding, without limitation, (a) all claims any of the same arising out from or related to anything done, omitted to be done, or allowed to be done by any of or relating to breach of contractthe Released Parties and in any way connected with this Amendment, the Fair Labor Standards ActForbearance 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 Age Discrimination manner and timing in Employment Act, Title VII which items were deposited or credited thereto or funds transferred therefrom or made available to any of the Civil Rights Act of 1964Releasing Parties, the Civil Rights Act honoring or returning of 1866any checks drawn on any account, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or and any other federaldealings between the Releasing Parties and the Released Parties (the “Released Matters”). Releasing Parties each further agree never to commence, state aid or local statuteparticipate in (except to the extent required by order or legal process issued by a court 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, lawReleasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, ordinanceregulatory, regulation or order as the same may be amended judicially created laws or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account rules of any alleged personalother jurisdiction), physical or emotional injurywhich 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 (c) all claims for attorneys' fees and costsAND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. I Releasing Parties each agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is an essential and material of this Amendment, and that the agreements in addition this paragraph are intended to anything be in full satisfaction of value any alleged injuries or damages to which I was already entitledor of any Releasing Parties in connection with the Released Matters. I further acknowledge Each Releasing Party represents and warrants that I have been advised by 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 writingrelease shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver well as those known and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights anticipated. Releasing Parties each have consulted with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney legal counsel prior to signing this General Release; (c) I have twenty-one (21) days release, or had an opportunity to consider this General Release (although I may choose obtain such counsel and knowingly chose not to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; do so, and (e) this General Release will not be effective until each Releasing Party executes such release voluntarily, with the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]intention of fully and finally extinguishing all Released Matters.
Appears in 2 contracts
Samples: Forbearance Agreement (Aerocentury Corp), Forbearance Agreement (Aerocentury Corp)
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, (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 and the Companyimpairment of economic opportunity, dated [Date] (the “CIC Agreement”) defamation, intentional infliction of emotional harm 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; other tort and (civ) for any violation of applicable state and all rights the undersigned may have to vested or accrued benefits or entitlements under local labor and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeemployment 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 (a) “ERISA”), any penalties, taxes or interest assessed under Section 409A of the Code and any and all claims Actions arising out under the civil rights laws of any federal, state or relating to breach of contractlocal jurisdiction, the Fair Labor Standards Actincluding, the Age Discrimination in Employment Actwithout limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Employee Retirement Income Security Family and Medical Leave Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing(“ADEA”), as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]excepting only:
Appears in 2 contracts
Samples: Employment Agreement (Corrections Corp of America), Employment Agreement (Corrections Corp of America)
General Release. For good As an inducement to and valuable considerationin consideration of Merger Sub and Parent entering into the Merger Agreement, the receipt and adequacy of which is Stockholder hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges each of the "Company"), its stockholdersdirectors, officers, directorsagents, employees, agents representatives and attorneys, and their respective successors, assigns, heirs and representatives employees (each, a "Released PartyPerson"), individually and collectively, ) from any and all claims, suits, demands, causes of action, liabilities or contracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or nature in law or equity, by statute or otherwise whether now known or unknown, pending vested or not pendingcontingent, liquidated suspected or not liquidatedunsuspected, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had have existed or may have against existed, or which do exist or may exist in the future ("Claims"), of any one kind, except the Claims released hereunder shall not include (x) Claims to the extent arising out of actions taken or more omissions made fraudulently or in bad faith by such Released Person which may arise or have arisen for any reason whatsoever, including but not limited to any Claim arising in connection with any transaction contemplated under the Merger Agreement and any related documents thereto and (y) any Claim the undersigned is permitted to make for indemnification pursuant to Section 7.7 of the Released Parties arising out ofMerger Agreement. By consenting to this Agreement, 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, Stockholder hereby acknowledges that it intends that this General Release Agreement shall have no be an effective bar to each and every one of the Claims herein mentioned or implied above. The Stockholder expressly consents that this Agreement shall 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 herein mentioned or implied above. Further, the Change Stockholder agrees that 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 event that it should bring a Claim in which it seeks damages against the Company and (or, its stockholders and/or directors as the undersignedcase may be), 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 event that it seeks to recover against the Company (or its stockholders and/or directors as the case may be), in any Claim brought by a governmental agency on your behalf, this Agreement shall serve as a directorcomplete defense to such Claims. The Company agrees that this section shall apply, officer and/or employee thereof; and (c) any and mutatis mutandis, to all rights Claims that the undersigned Company 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, against the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Stockholder.
Appears in 2 contracts
Samples: Voting Agreement (Cutsinger Rod K), Voting Agreement (Transwestern Publishing Co LLC)
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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. By: Dated: Schedule 5(iii) [Competitor Entities]:
Appears in 2 contracts
Samples: Control Agreement (Comtech Telecommunications Corp /De/), Control Agreement (Comtech Telecommunications Corp /De/)
General Release. For good and 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 "Company")“Releasees” hereunder, consisting of EngageSmart, Inc., and its stockholderspartners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, directors, employees, 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 date hereof. The Claims released herein include, without limiting the generality of the Released Parties foregoing, 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 employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to enforce such obligations; (b) any and all obligations terminate the employment 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 alleged violation of any federal, state or accrued benefits local statute or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeordinance including, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Age Discrimination In Employment Act, and the Americans with With Disabilities Act. Notwithstanding the foregoing, this general release (the Employee Retirement Income Security Act “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under either Section [4(a) or 4(b)] of that certain Employment Agreement, effective as of [ ● ], between [ ● ] and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company, (iii) with respect to Section [2(b)(iv)] of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local statutegovernment regulator. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
Appears in 2 contracts
Samples: Employment Agreement (EngageSmart, LLC), Employment Agreement (EngageSmart, LLC)
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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
General Release. For good and valuable consideration, (a) Effective as of the receipt and adequacy of which is hereby acknowledged, IClosing, for myself and my in consideration of the mutual agreements and covenants of the parties under this Agreement, each party, on behalf of itself and its assigns, heirs, beneficiaries, creditors, representatives, agents and affiliates (the “Releasing Parties”), hereby fully, finally and irrevocably releases, acquits and forever discharges each other party and the officers, directors, partners, general partners, limited partners, managing directors, members, trustees, shareholders, representatives, employees, principals, agents, Affiliates, parents, subsidiaries, joint ventures, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, personal or legal representatives, insurers and representatives (eachattorneys of any of each such other party and those of its Affiliates, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneysparents, and their respective successors, assigns, heirs and representatives subsidiaries (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all commitments, actions, debts, claims, demandscounterclaims, suits, causes of action, liabilities or damages, demands, liabilities, obligations, known or unknowncosts, pending or not pendingexpenses, liquidated or not liquidated, and compensation of every kind and nature whatsoever (collectivelywhatsoever, the "Released Claims") past, present, or future, at Law or in equity, whether known or unknown, contingent or otherwise, which the such Releasing Party Parties, or any of them, had, has, has had or may have had at any time in the past until and including the Closing Date (but not thereafter) 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 or any of them, including any claims which relate to or arise out such Releasing Party’s prior relationships with the other parties or their Affiliates or its or his rights or status as a shareholder, officer, employee or director of the other party and its Affiliates (collectively, for the purposes of this Section 11.13, “Causes of Action”) but excluding the exceptions set forth in the following sentence. The sole exceptions to the scope of this release are (i) for claims arising after the date hereof directly under this Agreement (including the exhibits and attachments hereto) in accordance with its terms; (ii) for indemnification of CHATURVEDI for actions taken as an officer or director of PIVOT and its Affiliates pursuant to insurance policiesthe organizational documents of PIVOT and its Affiliates, if anyunder any Directors & Officers Insurance Policy with respect to which CHATURVEDI would be an intended or implied beneficiary and under any director indemnification agreement or policy; (iii) for claims of CHATURVEDI and PIVOT which relate to the equity in PIVOT which CHATURVEDI will continue to own, for acts or omissions in the undersignedand to each party’s capacity as a director, officer and/or employee thereof; rights and (c) obligations with respect to such equity and under any and all rights option and restricted stock grant agreements. Notwithstanding the undersigned may have to vested foregoing, in the event that any third party makes claims against either INDUS or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights CHATURVEDI with respect to CIC Paymentsany actions or liabilities of PIVOT, if anyand PIVOT does not indemnify and defend INDUS or CHATURVEDI, payable as applicable, with respect to me pursuant such claims, the release of PIVOT and its related parties by INDUS or CHATURVEDI under this Agreement shall be void ab initio. The parties specifically acknowledge that any and all Non-Competition Agreements between CHATURVEDI and PIVOT, are terminated and of no further force and effect. In addition to the CIC above release, PIVOT, on behalf of itself and all Releasing Parties, specifically disclaims any interest in SINDHU PHARMACEUTICALS, LTD. Except as otherwise provided herein, all agreements by and between INDUS and CHATURVEDI, on one hand, and PIVOT on the other, other than the Exchange Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; , Separation Agreement, and (e) this General Release will not be effective until the date on which the revocation period has expiredother related documents, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]are hereby terminated.
Appears in 2 contracts
Samples: Separation Agreement (Pivot Pharmaceuticals Inc.), Separation Agreement
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; and (c) any and all rights the undersigned may have to vested completeness or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyvalidity hereof. The Released Claims include, without limitation, (a) all claims arising out provisions of or relating to breach of contract, this Section 4 shall survive the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII expiration of the Civil Rights Act Third Forbearance Period and the termination of 1964, this Third Amended Forbearance Agreement and payment in full of the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Obligations.
Appears in 2 contracts
Samples: Forbearance Agreement, Forbearance Agreement (Wornick CO)
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 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") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of“Releasees”), based upon in whole or in any waypart on facts, directly whether or indirectlynot now known, related 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 Company's business, my employment with extent that 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 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 the undersigned’s capacity as a director, officer and/or employee thereof; this Agreement and (cii) any and all rights Released Matters arising from the undersigned may have to vested bad faith, gross negligence, willful misconduct or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account actual fraud of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Releasee.
Appears in 2 contracts
Samples: Temporary Waiver and Exchange Agreement (Sientra, Inc.), Agreement (Sientra, 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 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, 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: (a) and subject to Paragraph 5 below, the Company's obligations, if any, Agreement is not intended to pay CIC Payments pursuant and does not limit the Executive’s right to the Change file a charge or participate in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights an investigative proceeding of the undersigned EEOC or another governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to enforce such obligationsmake 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 claims under the Employment Agreement; (b) any and all obligations of subject matter and claims arising from any alleged violation by 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 thereofADEA; 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the National Labor Relations ActCivil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, the Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act and/or any 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 federal, similar state or local statutelaws; 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 his employment with the Company, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the 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 (ii) to the maximum extent permitted by law, ordinanceto indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, regulation or order and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as the same may be amended or supplemented in effect from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 2 contracts
Samples: Retirement Agreement and General Release (Spirit AeroSystems Holdings, Inc.), Retirement Agreement (Spirit AeroSystems Holdings, Inc.)
General Release. For good (a) The Member, on behalf of itself and valuable considerationits predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs subsidiaries, divisions, affiliates, directors, officers and representatives any person or entity claiming by, through, under it or on its behalf, or which is acting in concert with it (eachcollectively, a "Releasing Party"the “Member Releasees”), hereby release releases and forever discharge Comtech Telecommunications Corp. discharges (the "Company"“General Release”), as of the Closing Date, each of (i) DIRECTV and its stockholderssubsidiaries and affiliates and all present and former directors, officers, directorsagents, representatives, employees, agents successors and attorneysassigns of DIRECTV and its affiliates and DIRECTV’s direct or indirect owners and (ii) NRTC and its subsidiaries and affiliates and all present and former directors, officers, agents, representatives, employees, successors and their respective successors, assigns, heirs assigns of NRTC and representatives its affiliates and NRTC’s members (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandssuits, controversies, actions, causes of action, liabilities or obligationscross-claims, known or unknowncounter-claims, pending or not pendingdemands, liquidated or not liquidateddebts, 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatementcompensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and damages on account attorneys’ fees, or liabilities of any alleged personalnature whatsoever in law and in equity, physical or emotional injury, both past and present (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing through the date this General Release. I acknowledge that I am knowingly Release becomes effective and voluntarily waiving enforceable) and releasing whether known or unknown, suspected, or claimed, in each case, including, but not limited to, any rights I allegation, claim or violation, arising under any local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Released Parties; or any claim for breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as “Claims”), against DIRECTV, NRTC and/or any of the Released Parties which the Member Releasees may have under against the Age Discrimination Released Parties including, without limitation, any Claims relating to, arising out of or based on the Member Agreements, the termination thereof in Employment Act connection with the Offer, any dealings between NRTC and the Member Releasees, NRTC’s method of 1967 calculation and allocation of patronage and non-patronage sourced income (including any such patronage or non-patronage sourced income allegedly arising out of the transactions by which NRTC and DIRECTV terminated the DBS Distribution Agreement, the New DBS Distribution Agreement and the Member Agreements), NRTC’s calculations and distributions of net savings or patronage to its patrons, NRTC’s use (including in connection with ventures other than the DBS business) of its patronage capital, the amount, including margin, charged by NRTC to its members or affiliates thereunder, NRTC’s use or distribution to such member or affiliate of any launch or marketing support fees or advertising revenues collected by NRTC and/or any Claim that NRTC must distribute or pay any patronage as a consequence of the consideration given for termination of the waiver DBS Distribution Agreement or the Member Agreements. The Member Releasees do not, however, release (i) any right to be paid or to receive distributions (in the ordinary course of NRTC’s business and release is in addition not relating to anything the termination of value the DBS Distribution Agreement, the New DBS Distribution Agreement or the Member Agreements) with respect to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: any patronage income or capital (a) my waiver as reflected on NRTC’s books and release specified herein does not apply to any rights records or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney that has accrued, but has not yet been declared or distributed, in each case immediately prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke itthe termination date of the DBS Distribution Agreement; and (eii) any rights that arise out of this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Agreement.
Appears in 2 contracts
Samples: Member Offer Agreement, Member Offer Agreement (Directv Holdings LLC)
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, 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 other than the rights of and obligations under this Release, and except as to claims arising under the undersigned to enforce such obligations; Age Discrimination in Employment Act (“ADEA”), which are addressed in subsection (b) any and all obligations of the Released Parties below. Except as to defend, indemnify, hold harmless or reimburse the undersigned claims arising under the Indemnification Agreement between the Company ADEA, which are covered in subsection (b) below, 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, as provided for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and subsection (c) any below, this Release shall be construed as broadly as possible 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. The Released Claims include, shall include without limitation: (i) any contractual or other claims of employment, benefits, or payment you may have; (aii) all 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; (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 breach the issuance of contractall outstanding shares of capital stock of the Company; and (v) without limitation, claims, if any, arising under the Fair Labor Standards Act, the Age Discrimination in Employment Act, following: ● Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the as amended; ● The Americans with Disabilities ActAct of 1990, the 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 and/or 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 statutecivil or human rights law or other local, state or federal law, ordinance, regulation or order as the same may be amended ordinance; ● any public policy, contract, tort, or supplemented from time common law (including, without limitation, those relating to timefraud, (b) all claims for back paywhistleblower, lost benefitsretaliation, reinstatement, liquidated damages, punitive damages, and damages on account negligent or intentional conduct of any alleged personalnature, physical or constructive discharge, emotional distress, personal injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expiredor ● intentional conduct of any nature, which will be the eighth day after I sign this General Releaseconstructive discharge, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]emotional distress, personal injury.
Appears in 2 contracts
Samples: Employment Agreement (QSAM Biosciences, Inc.), Employment Agreement (QSAM Biosciences, 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, that this General Release shall have no effect whatsoever upon: unpaid wages, 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 and the Companyimpairment of economic opportunity, dated [Date] (the “CIC Agreement”) defamation, intentional infliction of emotional harm 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; other tort and (civ) for any violation of applicable state and all rights the undersigned may have to vested or accrued benefits or entitlements under local labor and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeemployment 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 (a) “ERISA”), any and all claims arising out under the civil rights laws of any federal, state or relating to breach of contractlocal jurisdiction, the Fair Labor Standards Actincluding, the Age Discrimination in Employment Actwithout limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under 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 1967 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 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 other leave (paid or unpaid), compensation, wages, bonuses, and/or benefits are due to him, except as provided in the consideration given for the waiver and release is Change in addition to anything of value to which I was already entitledControl Agreement. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, thatThe Released Claims do not include any claim: (a) my waiver and release specified herein does not apply to any rights or claims that may arise arises exclusively after the date I sign Executive executes this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Releasevested or accrued rights under any of Company’s employee benefit or compensation plans; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier)that cannot be released under law, such as claims for statutory unemployment benefits or workers’ compensation benefits; or (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until for indemnification as a former officer or director of the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Company.
Appears in 2 contracts
Samples: General Release Agreement (Rand Capital Corp), General Release Agreement (Rand Capital Corp)
General Release. For good As of the Effective Date, Xxxxx, on his own behalf and valuable considerationon behalf of all persons or entities which may claim through Xxxxx, knowingly and voluntarily forever and unconditionally releases, covenants not to xxx, and gives up any rights, claims, or complaints that Xxxxx may have against Company, and each of the receipt and adequacy of which is hereby acknowledgedCompany’s owners, Istockholders, for myself and my predecessors, successors, assigns, heirs and representatives (eachagents, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersdirectors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates (and agents, directors, officers, employees, agents representatives and attorneysattorneys of such parent companies, divisions, subsidiaries and their respective successorsaffiliates), assignsinsurers, heirs partners, fiduciaries, employee benefits plans, employee benefits committees and representatives all persons acting by, through, under or in concert with any of them (eachcollectively “Releasees” and each individually, a "Released Party"“Releasee”), individually and collectivelyor any of them, 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 that Xxxxx may have against any one on or more of prior to the Released Parties arising out of, based upon or date Xxxxx signs this Release which are connected in any wayway whatsoever with Xxxxx’x employment with, directly or indirectlyseparation of employment from, 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] its subsidiaries or affiliates (“Claims”). Without limiting the “CIC Agreement”) or the rights generality of the undersigned foregoing, this Release applies to enforce such obligations; (b) any Claims for compensation and all obligations of the Released Parties benefits alleged to defendbe owing to Xxxxx, 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. The Released Claims include, without limitation, (a) including all claims arising out regarding entitlement to any unvested equity grants,] as well as claims of wrongful or relating to constructive discharge, breach of contract, tortious or unlawful conduct by Releasees, discrimination, harassment, defamation, negligence or other improper actions alleged to be taken by Releasees, and claims which may arise under many different laws, specifically including but not limited to rights or claims arising under the Fair Labor Standards ActEmployee Retirement Income Security Act of 1974, the Age Discrimination in Employment ActFamily and Medical Leave Act of 1993, Title VII of the Civil Rights Act of 1964, 1964 and Section 1981 of the Civil Rights Act of 1866, the National Labor Relations Equal Pay Act, the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, the Employee Retirement Income Security Fair Labor Standards Act, the Washington Law Against Discrimination, the California Fair Employment and Housing Act, the California Family Rights Act and/or any (all as amended to date) and all other federal, state or local statutelaws prohibiting employment discrimination, lawrequiring employers to provide leaves of absence, ordinanceor restricting an employer’s right to terminate employees or otherwise relating to or regulating the employment relationship. Xxxxx understands and agrees that this Release binds Xxxxx and his heirs and assigns. Xxxxx also understands and agrees that this Release shall operate as a complete and total bar and defense to any Claims that have been or in the future may be, regulation directly or order indirectly, brought by Xxxxx or Xxxxx’x successors, heirs, or beneficiaries against the Releasees. Xxxxx represents and warrants that, as of the same may be amended date Xxxxx signs this Release, Xxxxx has not directly or supplemented from time to timeindirectly filed any complaints, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagescharges or lawsuits against any Releasee with any governmental agency or any court within or outside of the United States, and damages on account that Xxxxx has not encouraged any such actions. Xxxxx also represents and warrants that Xxxxx has not assigned any Claim to any third party, and that no third party has any ownership interest or any lien of any alleged personal, physical kind or emotional injurynature with respect to any Claim. Xxxxx also hereby waives any right to become, and (c) all promises not to consent to become, a member of any class in a case in which claims for attorneys' fees are asserted against any Releasee that are related in any way to Xxxxx’x employment or the termination of Xxxxx’x employment with Company, and costs. I agree that I am voluntarily executing involve events which have occurred prior to or as of the date Xxxxx signs this General Release. I acknowledge that I am knowingly If, without Xxxxx’x prior knowledge and voluntarily waiving and releasing consent, Xxxxx is made a member of a class in any rights I may have under such proceeding, Xxxxx agrees to opt out of the Age Discrimination in Employment Act class at the first opportunity afforded to Xxxxx after Xxxxx learns of 1967 and that the consideration given for the waiver and release is in addition his inclusion. In this regard, Xxxxx agrees to anything of value execute, without objection or delay, an “opt-out” form presented to which I was already entitled. I further acknowledge that I have been advised by this writing, as required Xxxxx either by the Age Discrimination court in Employment Act of 1967which such proceeding is pending or by counsel for Releasees if Releasee is made a defendant in any such proceeding. Xxxxx also agrees that Xxxxx will not share in any remedy sought in any court or administrative agency proceedings involving the matters released herein. Xxxxx agrees that this Release applies to all rights or claims, thatwhether known or unknown, that arose on or before the date Xxxxx signs this Release. Xxxxx understands that this Release does not apply to: (a) my waiver and release specified herein does not apply the right to enforce this Release; or (b) any rights or claims that may arise after the date I sign Xxxxx signs this General Release Release. In connection with such waiver and release, Xxxxx acknowledges that Xxxxx is aware that Xxxxx may hereafter discover claims presently unknown or my rights with respect unsuspected, or facts in addition to, or different from, those which Xxxxx now knows or believes to CIC Payments, if any, payable to me pursuant be true. This means that Xxxxx cannot xxx any Releasee for anything that occurred prior to the CIC Agreement; (b) I have date Xxxxx signs this Release. Section 1542 of the right Civil Code of the State of California provides as follows: A general release does not extend to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on claims which the revocation period has expiredcreditor does not know or suspect to exist in his or her favor at the time of executing the release, which will be if known by him or her must have materially affected his or her settlement with the eighth day after I sign this General Releasedebtor. Xxxxx, assuming I have returned it understanding his rights under Section 1542 of the Civil Code of the State of California, nonetheless voluntarily waives the rights described in such Section 1542, as well as any other statute of similar effect. Xxxxx elects to the Company by such dateassume all risks for claims that may now exist in Xxxxx’x favor, whether known or unknown. Dated: Schedule 5(iii) [Competitor Entities]Xxxxx acknowledges and agrees that:
Appears in 1 contract
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 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“Employment Agreement”); and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under subject matter and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out from any alleged violation by the Released Parties under the Age Discrimination in Employment Act of or relating to breach 1967, as amended; the Older Workers Benefit Protection Act of contract, 1990; the Fair Labor Standards Act, the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the National Labor Relations ActCivil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, the Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act and/or any 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 federal, similar state or local statutelaws; 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, lawtort claim, ordinanceemployment or other contract or implied contract claim, regulation or order 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 same may be amended or supplemented Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (ev) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]take any action as set forth in Paragraph 8.
Appears in 1 contract
Samples: Separation Agreement and General Release (Spirit AeroSystems Holdings, Inc.)
General Release. For good Effective upon Buyer’s payment of the full amount of the Purchase Price, Seller, on behalf of Seller and valuable considerationSeller’s bankruptcy estate (the “Estate”), and the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs legal representatives and representatives assignees of Seller and the Estate (each, all of the foregoing are collectively referred to as the “BAT Releasing Parties” and indvidually as a "“BAT Releasing Party"”), hereby fully and forever release and forever discharge Comtech Telecommunications Corp. Buyer and ROIM Acquisition Corporation (the "Company"“RAC”), its stockholdersand their respective past, present and future officers, principals, agents, attorneys, representatives, employees, officers, directors, employeesstockholders, agents affiliates, as well as their respective predecessors, successors, predecessors in title, successors in title, legal representatives and attorneysassignees, and their respective successors, assigns, heirs all other persons and representatives entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any BAT Releasing Party (each, a "Released Party"), individually and collectively, from the “Veritone Releasees”) with respect to any and all claims, demandsliabilities, causes of action, liabilities demands, charges, rights, and damages, costs, attorneys’ fees, penalties, and causes of action, of every nature, kind, and description, in law, equity, or obligationsotherwise, which have arisen, occurred, or existed at any time prior to the Execution Date, whether known or unknown, pending fixed or contingent, joint and/or several, secured or unsecured, due or not pendingdue, primary or secondary, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectivelycontractual or tortious, the "Released Claims") direct, indirect or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which the Releasing Party has, has had or may have hereafter accrue against any one or more of the Released Parties arising Veritone Releasees, including, without limitation: (i) claims that arise 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 uponrelate to: (a) the Company's obligationstransfer of Seller’s property to RAC in exchange for the Shares (including, if anywithout limitation the shares of capital stock of ROI Media, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned Inc. and the Companycertain intellectual property), dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; and (b) any and all obligations RAC’s subsequent merger into Buyer or (c) either of the Released Parties foregoing and (ii) claims that are asserted, or could be asserted, pursuant to: (a) Bankruptcy Code section 548, (b) Bankruptcy Code section 544 and applicable non-bankruptcy law including, without limitation, the Uniform Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act (as they may have been adopted in any jurisdiction), or any other statute or rule of common law relating to defendcreditor’s rights, 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 of the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable planforegoing (collectively, agreementthe “Veritone Released Claims”). Notwithstanding the foregoing, program, award, policy or arrangement of a Released Party. The the Veritone Released Claims include, without limitation, (a) all shall not include any claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me Estate pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; Bankruptcy Code Section 547 against Xxxx Xxxxxxxxx and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Xxxxxx Xxxx.
Appears in 1 contract
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 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable any Released Matter(s) other than with respect to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]any Excluded Matter.
Appears in 1 contract
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 in the undersigned’s capacity as a director(iv) for unlawful employment discrimination of any kind, officer and/or employee thereof; and (c) any and all rights the undersigned may have including discrimination due to vested age, sex, disability or accrued benefits handicap, including failure to offer reasonable accommodations, race, color, religion, pregnancy, sexual orientation, national origin, or entitlements sexual or other unlawful harassment arising under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866as amended, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, the 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 that Medical Leave Act, the consideration given for the waiver United States Constitution, including any right of privacy thereunder, and release is in addition any other state or federal equal employment opportunity or anti-discrimination law, policy, order, regulation or guidelines affecting or relating to anything Claims or rights of value to which I was already entitledemployees. I further acknowledge that I have been advised by agree not to institute any Claim to challenge the validity of this writingLetter 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 required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]ADEA.
Appears in 1 contract
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, 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: (a) and subject to Paragraph 5 below, the Company's obligations, if any, Agreement is not intended to pay CIC Payments pursuant and does not limit the Executive’s right to the Change file a charge or participate in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights an investigative proceeding of the undersigned EEOC or another governmental agency. Without limiting the generality of the foregoing, it being the intention of the parties to enforce such obligationsmake 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 claims under the Employment Agreement; (b) any and all obligations of subject matter and claims arising from any alleged violation by 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 thereofADEA; 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the National Labor Relations ActCivil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, the Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act and/or any 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 federal, similar state or local statutelaws; 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 his employment with the Company, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the 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 (ii) to the maximum extent permitted by law, ordinanceto indemnification as an officer and director of the Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, regulation or order and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as the same may be amended or supplemented in effect from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
Samples: Retirement Agreement and General Release (Spirit AeroSystems Holdings, Inc.)
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 with 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 Company or claims that are waived, released and forever discharged by this Section 7(k). To the termination of such employment; providedextent permitted by applicable Law, 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 each Seller expressly waives all rights afforded by any statute which limits 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 effect of a Released Partyrelease with respect to unknown claims. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and Each Seller acknowledges that the consideration given 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 waiver terms of this release, the scope and release is in addition to anything effect of value to which I was already entitled. I further acknowledge that I have been advised the releases set forth herein, and all other matters encompassed by this writingSection 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 opportunity to receive independent legal advice from such Seller’s attorneys regarding the releases set forth in this Section 2, as required and such Seller hereby assumes full responsibility for any damages, loss or liability which such Seller may hereunder incur by the Age Discrimination in Employment Act reason of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]waiver.
Appears in 1 contract
Samples: Asset Purchase Agreement (Communications Systems Inc)
General Release. For good In exchange for the payments described in paragraph 2 above, Executive, on behalf of himself, his heirs, executors, administrators, successors and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs releases 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 waives any and all claims, demandscharges, complaints, liabilities, obligation s, promises, agreements, causes of action, liabilities or obligationsrights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, pending of any kind that he or not pendinghis heirs, liquidated executors, administrators, successors and assigns had, now have or not liquidatedhereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of every kind and nature any matter, fact or cause whatsoever (collectivelythe "Claims") against, (a) Company and its subsidiaries and affiliates, including but not limited to Xxxxx's Retail Services, Inc., White House/Black Market, Inc., Chico's Distribution Services, LLC, SOMA by Xxxxx's, LLC and Boston Proper, Inc.; (b) the owners, shareholders, employees, officers, managers, supervisors, directors, agents, attorneys, partners, joint ventures, predecessors, successors and assigns of Company and its subsidiaries and affiliates; and (c) the employee benefit plans and plan administrators and fiduciaries of Company and its subsidiaries and affiliates (collectively referred to in this Agreement as the "Released ClaimsParties") from the beginning of time through the date upon which he signs this Agreement. Notwithstanding the Releasing Party hasforegoing , has had nothing herein shall be considered as releasing; (i) any rights that Executive may have to indemnification and directors and officers liability insurance coverage; (ii) Executives' right to enforce the terms of this Agreement; (iii) any rights that cannot be waived under applicable Jaw; or (iv) any rights to workers' compensation or unemployment insurance benefits. This General Release waives all Claims of any kind that Executive may have against any one or more of the Released Parties from the beginning of time through the date upon which Executive signs this Agreement, including any Claim arising out of, based upon or in any way, directly or indirectly, related to the Companyof (a) Executive's business, my employment with the by Company or the termination of such that 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 an alleged ownership interest in the undersigned’s capacity as a director, officer and/or employee thereofCompany; and (c) any and express or implied contract; (d) any public policy violation or other tort; (e) any federal, state or local constitution, statute, regulation or ordinance (including statutory attorneys' fees); or (f) any other law of any kind. It expressly waives all rights the undersigned may have to vested or accrued benefits or entitlements Claims under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans American s with Disabilities Act, the Fair Labor Standards Act, the Worker Retraining and Notification Act, the Employee Retirement Income Security Act, and the Florida Civil Rights Act and/or of 1992 (often referred to as the Florida Civil Human Rights Act). Executive represents that he has not filed against the Company or any of the Released Parties any complaints, charges or lawsuits arising out of his employment by the Company, or any other federal, state matter arising on or local statute, law, ordinance, regulation prior to the date he signs this Agreement. Executive covenants and agrees that he will not seek any personal recovery against the Company or order as any of the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account Released Parties arising out of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing of the matters set forth in this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]paragraph 3.
Appears in 1 contract
Samples: Confidential Executive Separation Agreement and Release (Chicos Fas Inc)
General Release. For good (a) Notwithstanding anything contained herein to the contrary, effective as of the Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by Seller, Seller, on behalf of itself and valuable considerationeach of its past, the receipt 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. (the "Company")discharges Buyer, its stockholdersformer, officerspresent and future Affiliates, directorsparent and subsidiary companies, employeesjoint ventures, agents predecessors, successors and attorneysassigns, 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”) and the Business and the Transferred Assets of and from any and all claimsmanner of action or inaction, demands, cause or causes of action, liabilities Proceedings, Liens, Contracts, promises, Liabilities, Damages (whether for compensatory, special, incidental or obligationspunitive Damages, equitable relief or otherwise), losses, fees, costs or expenses, of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, 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, based or any of them, the Business or the Transferred Assets for, upon or in by reason of any wayact, directly event, omission, matter or indirectly, cause arising from or related to the Company's businessBusiness, my employment with in each case arising at any time at or prior to the Company or Closing (the termination of such employment“Released Claims”); provided, however, that this General Release the foregoing release shall have no effect whatsoever upon: (a) the Company's obligationsnot release, if anyimpair or diminish, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companyterm “Released Claims” shall not include, dated [Date] (the “CIC Agreement”) or the in any respect any rights of the undersigned to enforce such obligations; (b) Seller under this Agreement or 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Ancillary Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
Samples: Escrow Agreement (Icagen, Inc.)
General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Agreement, dated September 21, 2004 (the “Agreement”) and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s 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")ESC and each of its 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") which Releasors may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (i) the Executive’s employment relationship with and service as an employee, based upon officer or in any waydirector of ESC, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentthe Executive’s service as Chairman and Chief Executive Officer, (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 hereto shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of ESC under the Agreement, if any(v) any claims Executive may have (A) under any plans or programs not described in the Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit other than under any ESC separation or severance plan or program and (B) as a shareholder of ESC, and (vi) any indemnification rights the Executive may have in accordance with ESC’s governance instruments or under any director and officer liability insurance maintained by ESC (or any affiliate thereof) with respect 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 liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of ESC. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits described in the Agreement shall be in full satisfaction of any and all obligations of Claims for payments or benefits, whether express or implied, that 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 Releasors 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. The Released Claims include, without limitation, (a) all claims against ESC arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have Executive’s employment relationship under the Age Discrimination in Employment Act Agreement and the Executive’s service as an employee, officer or director of 1967 ESC under the Agreement and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingtermination thereof, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]applicable.
Appears in 1 contract
Samples: Release Agreement (Eastern Insurance Holdings, 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 (eachcollectively, a the "Released PartyParties"), individually and collectively, ) 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, 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 and subject to Paragraph 4 below, the Release shall have no effect whatsoever upon: (a) is not intended to and does not limit the Employee’s right to file a charge or participate in an investigative proceeding of the EEOC or another governmental agency, 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 officer of the Company's obligations, if any, to pay CIC Payments pursuant to . Without limiting the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights generality of the undersigned foregoing, it being the intention of the parties to enforce such obligations; (b) 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 and all obligations of subject matter and claims arising with respect to the Unvested Units; under the Employment Agreement; from any alleged violation by the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedAge Discrimination in Employment Act of 1967, 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 thereofamended; 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the National Labor Relations ActCivil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, the Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act and/or any 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 federal, similar state or local statutelaws; 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, lawtort claim, ordinanceemployment or other contract or implied contract claim, regulation or order as 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 same may be amended Company, the termination of her employment with the Company, or supplemented from time involving any other matter, including but not limited to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, the continuing effects of her employment with the Company or termination of employment with the Company. The Employee further acknowledges that he is aware that statutes exist that render null and damages on account void releases and discharges of any alleged personalclaims, physical rights, demands, liabilities, action and causes of action that are unknown to the releasing or emotional injury discharging party at the time of execution of the release and discharge. The Employee hereby expressly waives, surrenders and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing agrees to forego any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value protection to which I was already entitled. I further acknowledge that I have been advised he would otherwise be entitled by this writingvirtue of the existence of any such statute in any jurisdiction including, as required by but not limited to, the Age Discrimination in Employment Act State of 1967, that: (a) my waiver Delaware and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]State of Utah.
Appears in 1 contract
Samples: Employment Agreement (BRC 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 this General Release (A) Releasing Parties shall have no effect whatsoever upon: (a) the Company's obligations, if any, retain their rights to pay CIC Payments pursuant to the Change funds 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 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 plan, agreement, program, award, policy security interests of Administrative Agent or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesLender therein, and damages on account any right of any alleged personal, physical offset or emotional injuryrecoupment with respect thereto, and (cB) all claims for attorneys' fees Released Matters shall not include Administrative Agent and coststhe 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 Amendment. I 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 court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is an essential and material component of this Amendment, and that the agreements in addition this paragraph are intended to anything be in full satisfaction of value any alleged injuries or damages to which I was already entitledor of any Releasing Parties in connection with the Released Matters. I further acknowledge Each Releasing Party represents and warrants that I have been advised by 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 writingrelease shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver well as those known and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights anticipated. Releasing Parties each have consulted with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney legal counsel prior to signing this General Release; 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 Matters. In furtherance of this general release, Releasing Parties each acknowledge and waive the benefits of California Civil Code Section 1542 (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlierand all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be 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 eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]intention of fully and finally extinguishing all Released Matters.
Appears in 1 contract
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 “Employment 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 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 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 payment and/or benefit obligations of the Released Parties to defendEmployer or any of its affiliates, indemnify(collectively, hold harmless or reimburse the undersigned “Employer Group”) under the Indemnification Agreement between the Company and the undersignedEmployment Agreement, 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 (cv) any and all rights Claims the undersigned 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 vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injurybenefit, and (cvi) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any indemnification or other rights I the Executive may have under the Age Discrimination Employment Agreement or in Employment Act accordance with the governing instruments of 1967 any member of the Employer Group 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 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 consideration given for the waiver payments and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, benefits as required by the Age Discrimination Employment Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Employer Group arising out of the Executive’s employment relationship under the Employment Act Agreement and the Executive’s service as an employee, officer or director of 1967the Employer or a member of the Employer Group under the Employment Agreement or the termination thereof, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]as applicable.
Appears in 1 contract
Samples: Executive Employment Agreement (Penn Millers Holding 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 Fourth 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 Fourth 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) Fourth 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 Fourth 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; and (c) any and all rights the undersigned may have to vested completeness or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Partyvalidity hereof. The Released Claims include, without limitation, (a) all claims arising out provisions of or relating to breach of contract, this Section 4 shall survive the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII expiration of the Civil Rights Act Fourth Forbearance Period and the termination of 1964, this Fourth Amended Forbearance Agreement and payment in full of the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Obligations.
Appears in 1 contract
Samples: Forbearance Agreement (Wornick CO)
General Release. For good In exchange for execution of this document, Employee will receive the following separation benefits ("Separation Benefits") to which Employee would not otherwise be entitled if he did not execute and deliver this Agreement: • Your separation will be treated as a termination of employment with "Good Reason" or a termination without "Cause" outside of the Protection Period under the Severance and Retention Agreement, dated December 18, 2008 (the "Severance Agreement"). This entitles you to the gross sum equal to one year of your current base salary, less all applicable federal, state and local withholdings, as described in Section 2 of the Severance Agreement, • An amount equal to the AICP payment you would have been entitled to receive had you been employed on the date of the grant to be paid at the same time as payments are made under the AICP program; • Outplacement services for twelve ("12") months of executive outplacement assistance provided by Right Management at Accuride's expense; and • Reimbursement for any reasonable fees associated with breaking your current residential lease in Evansville. In exchange for these Separation Benefits and other valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, IEmployee (on Employee's own behalf and on behalf of Employee's agents, for myself and my heirs, successors, assigns, heirs and representatives (each, a "Releasing Party"), executors and/or administrators) does hereby forever release and forever discharge Comtech Telecommunications Corp. (the "Company")Corporation and its direct and indirect parents, its stockholderssubsidiaries and affiliated entities and the partners, members, directors, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs agents, attorneys and representatives (eachof each of them, a "Released Party")past, individually present 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 future (collectively, the "Released ClaimsParties") which the Releasing Party has), from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, vested or contingent, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or before any other governmental agency or entity, that Employee has had or may have against any one Released Party, by reason of any and all acts, omissions, events, circumstances or more of the Released Parties arising out of, based upon facts occurring or in any way, directly existing on or indirectly, related prior to the Company's businessdate hereof, my including, without limitation, all claims attributable to the employment with the Company of Employee or the termination of such that employment; provided, howeverunder any theory of pleading or proof, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsincluding, if anybut not limited to, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned any claim for breach of contract, breach of implied covenant, breach of oral or written promise, wrongful termination, infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination, 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. The Released Claims includeincluding, without limitation, (a) all claims any claim arising out under or alleging violation of any federal, state or relating to breach of contractother governmental statute, the Fair Labor Standards Actregulation or ordinance, the Age Discrimination in Employment Actsuch as, for example and without limitation, Title VII of the Civil Rights Act of 19641964 (which prohibits discrimination on the basis of sex, race, color, national origin and religion), the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with With Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Genetic Information Nondiscrimination Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Immigration Reform and Control Act, The Fair Credit Reporting Act, the Indiana Civil Rights Law (awhich prohibits discrimination on the basis of race, religion, color, sex, disability, national origin or ancestry), the Indiana Constitution and the Indiana Code, except for any claim or right to indemnification that Employee has or may have against any Released Party under applicable law. Employee waives any right to recovery of any compensation not described in this Agreement from the Company in any form, including without limitation claims to additional benefits or compensation under the Severance Agreement or any other document, policy or program. Employee (on Employee's own behalf and on behalf of Employee's agents, heirs, successors, assigns, executors and/or administrators) my waiver intends that this general release extend to any and all claims of any kind or character, known or unknown, and Employee therefore expressly waives any and all rights granted by federal or state law or regulation that may limit the release specified herein of unknown claims. Employee does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have waive the right to consult file a charge of discrimination with an attorney prior administrative agency, but Employee is waiving any right to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by any monetary recovery in connection with such date. Dated: Schedule 5(iii) [Competitor Entities]a charge.
Appears in 1 contract
Samples: Release Agreement (Accuride Corp)
General Release. For good a. Notwithstanding anything contained herein to the contrary, effective as of the Closing, in consideration of the mutual agreements contained herein, including the Purchase Price to be received by Seller, Seller, on behalf of itself and valuable considerationeach of its past, the receipt 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. (the "Company")discharges Buyer, its stockholdersformer, officerspresent and future Affiliates, directorsparent and subsidiary companies, employeesjoint ventures, agents predecessors, successors and attorneysassigns, 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”) and the Business and the Transferred Assets of and from any and all claimsmanner of action or inaction, demands, cause or causes of action, liabilities Proceedings, Liens, Contracts, promises, Liabilities, Damages (whether for compensatory, special, incidental or obligationspunitive Damages, equitable relief or otherwise), losses, fees, costs or expenses, of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, 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, based or any of them, the Business or the Transferred Assets for, upon or in by reason of any wayact, directly event, omission, matter or indirectly, cause arising from or related to the Company's businessBusiness, my employment with in each case arising at any time at or prior to the Company or Closing (the termination of such employment“Released Claims”); provided, however, that this General Release the foregoing release shall have no effect whatsoever upon: (a) the Company's obligationsnot release, if anyimpair or diminish, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Companyterm “Released Claims” shall not include, dated [Date] (the “CIC Agreement”) or the in any respect any rights of the undersigned to enforce such obligations; (b) Seller under this Agreement or 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Ancillary Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
Samples: Asset Purchase Agreement (Ligand Pharmaceuticals 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 of Claims for payments or benefits, whether express or implied, that the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between Releasors may have against 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. The Released Claims include, without limitation, (a) all claims Group arising out of your employment relationship or relating to breach of contractyour service as an employee, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII officer or director of the Civil Rights Act of 1964, Company Group and the Civil Rights Act of 1866, cessation thereof. This Section 10 does not apply to any Claims that the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I Releasors may have as of the date you sign this Agreement arising under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Federal Age Discrimination in Employment Act of 1967, that: as amended, and the applicable rules and regulations promulgated thereunder (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign “ADEA”). Claims arising under ADEA are addressed in Section 11 of this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
Samples: Award Agreement (Bunge LTD)
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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]
Appears in 1 contract
Samples: Comtech Telecommunications Corp /De/
General Release. For good and valuable consideration(a) The Seller Parties do hereby release, 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 waive and forever discharge Comtech Telecommunications Corp. Scripps, their Subsidiaries and their Affiliates (including the "Company"), its stockholdersSubsidiaries and its Affiliates) and each of their successors, and all of the directors, officers, directorsemployees and agents of Scripps, employees, agents their Subsidiaries and attorneystheir Affiliates (including the Company and its Subsidiaries), and their respective successorsagree to hold them, assignsand each of them, heirs and representatives (each, a "Released Party"), individually and collectively, harmless from any and all claims, demands, claims or causes of actionaction (“Claims”) that the Seller Parties may now have or know about, liabilities or obligationshereafter may learn about, 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. The Released Claims include, without limitation, (a) all claims extent arising out of or in any way connected to the valuation of Seller’s Membership Interest or the Purchase Price, to Seller’s Membership Interest or Seller’s status as a Member or Seller’s rights and obligations under the Operating Agreement or the Guaranty, or otherwise arising out of or in any way related, in whole or in part, to the Company’s business, operations, cash distributions or governance (such Claims, the “Seller Parties’ Claims”). The Seller Parties agree that the Seller Parties will not file any claim, charge, or lawsuit for the purpose of obtaining any monetary awards in connection with any such Seller Parties’ Claims. The Seller Parties acknowledge that the foregoing release includes, but is not limited to, any claim arising under any federal, state, or local law, whether statutory or judicial, or ordinance, or any administrative regulation. Notwithstanding the foregoing, nothing in this Section 4.7 shall release, waive or discharge Scripps from (A) any Claims either Seller Party has or may have arising from or relating to breach of contractthis Agreement, the Fair Labor Standards ActTax Matters Agreement, the Age Discrimination in Employment ActAssignment, Title VII of Assumption, Guaranty Termination and Acknowledgment Agreement or the Civil Rights Act of 1964Distribution Agreements, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or or (B) any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required indemnification obligations owed by the Age Discrimination Company to Seller’s Member Representatives as set forth in Employment Act the Operating Agreement, or (C) any Claims any Seller Party or any of 1967their Affiliates has or may have, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after other than the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Seller Parties’ Claims.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Scripps Networks Interactive, Inc.)
General Release. For good Employee, on behalf of himself, his heirs, and valuable considerationlegal representatives, does hereby release, discharge and covenant not to xxx or file any charges or claims against Holdings and/or any of Holding’s related or affiliated entities or successors (including, but not limited to the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"Company), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, or any of their current or former officers, directors, employeesmanagers, agents and attorneys, and their respective successors, assigns, heirs and employees or 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"Parties”) which under any common or statutory local, state, or federal law, for any type of claim, demand or action whatsoever arising out of or connected with his employment by Holdings and/or the Releasing Party hasPrior Agreement. Employee agrees not to make any claims or demands against the Released Parties for claims arising due to his employment prior to the Effective Date, such as, but not limited to, wrongful discharge; unlawful employment discrimination on the basis of sex or any other form of unlawful employment discrimination; retaliation; breach of contract; breach of the duty of good faith and fair dealing; violation of public policy; intentional or negligent infliction of emotional distress; promissory estoppel; defamation of character; duress; intentional misrepresentation or fraud; invasion of privacy; negligent hiring, retention, or supervision; any alleged act of harassment or intimidation; or any other intentional or negligent act of personal injury. Employee represents that he has had not filed any complaints, charges or may have lawsuits against the Released Parties with any governmental agency or any court and that he will not do so at any time hereafter; provided, however, this Agreement shall not limit Employee from filing a lawsuit for the sole purpose of enforcing his rights under this Agreement. Employee further promises not to initiate a lawsuit or to bring any other claim against any one or more of the Released Parties arising out of, based upon of or in any way, directly or indirectly, way related to the Company's businesshis employment by Holdings, my employment with the Company or the termination of such employment; providedhis employment with Holdings, however, that this General Release shall have no effect whatsoever upon: (a) and/or 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 termination of the undersigned to enforce such obligations; (b) Prior Agreement. Employee agrees that he has been fully compensated for all services he performed for Holdings and/or any and all obligations of the Released Parties prior to defend, indemnify, hold harmless the Effective Date. Employee agrees that as of the Effective Date he is not entitled to any payments or reimburse benefits from the undersigned Released Parties under the Indemnification Prior Agreement between the Company and the undersignedor otherwise, including but not limited to payments of Base Salary 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]bonus compensation.
Appears in 1 contract
Samples: Employment Agreement (Copart Inc)
General Release. For good In consideration of the benefits provided to Borrower under the terms and valuable considerationprovisions hereof, the receipt Borrower and adequacy of which is each guarantor hereunder hereby acknowledged, Iagree as follows ("General Release"): (a) Borrower and each guarantor hereunder, for myself itself and my successors, on behalf of its respective successors and assigns, heirs and representatives (eachdo 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 or any guarantor hereunder 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 and each guarantor hereunder have 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 Companyany and all prior credit accommodations, if any, provided by Bank, or any of Bank's businesspredecessors in interest, my employment with the Company to Borrower or any guarantor hereunder, and any agreements, notes or documents of any kind related thereto or the termination transactions contemplated thereby or hereby, or any other agreement or document referred to herein or therein. (b) Borrower and each guarantor hereunder hereby acknowledge, represent and warrant to Bank as follows: (i) Borrower and such guarantor understand the meaning and effect of Section 1542 of the California Civil Code which provides: "Section 1542. GENERAL RELEASE; EXTENT. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." (ii) With regard to Section 1542 of the California Civil Code, Borrower and each such guarantor agree to assume the risk of any and all unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise have under Section 1542 of the California Civil Code with regard to the release of such employment; providedunknown, however, unanticipated or misunderstood defenses and Released Claims. (c) Each person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions of this General Release. Each such person fully understands that this General Release shall have no effect whatsoever upon: (a) the Company's obligationshas important legal consequences, 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 each such obligations; (b) person realizes that they are releasing any and all obligations Released Claims that Borrower or any such guarantor may have as of the Released Parties Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to defend, indemnify, hold harmless or reimburse obtain a lawyer's advice 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 consequences of each 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 provisions of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I (d) Borrower and each guarantor hereunder hereby specifically acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, agree that: (ai) my waiver and release specified herein does not apply to any rights or claims that may arise after none of the date I sign provisions of this General Release shall be construed as or my rights with respect to CIC Payments, if any, payable to me pursuant to constitute an admission of any liability on the CIC Agreementpart of Bank; (bii) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider provisions of this General Release shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (although I may choose iii) any attempt to sign it earlier); (d) I have seven (7) days after I sign assert a Released Claim barred by the provisions of this General Release to revoke it; shall subject Borrower and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it each guarantor hereunder to the Company by such dateprovisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. Dated: Schedule 5(iii) [Competitor Entities]6.
Appears in 1 contract
Samples: Credit Agreement (Auto Graphics Inc)
General Release. For good In consideration of the payments and valuable considerationbenefits provided to you by the Company under this Agreement, the receipt to which you are not otherwise entitled, you, on behalf of yourself, your heirs, administrators, representatives, executors, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party"), collectively “Releasors”) hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, divisions and affiliates and each of their respective current and former members, directors, officers, directors, employees, agents consultants, advisors, trustees and attorneysagents, and their respective successorsincluding, assignswithout limitation, heirs and representatives all persons acting by, through, under or in concert with any of them (each, a "Released Party"), individually and collectively, “Releasees”) from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) (“Claims”) of any nature whatsoever, known or unknown, pending whether in law or not pendingequity and whether arising under federal, liquidated state or not liquidatedlocal law and, of every kind in particular, including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act), national origin, religion, disability, or any other unlawful criterion or circumstance which you and nature whatsoever (collectivelythe Releasors had, the "Released Claims") which the Releasing Party hasnow have, has had or may have in the future against each or any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related Releasees prior to the Company's business, my date of this Agreement relating to your employment with and termination from the Company or the termination of such employmentCompany, including its subsidiaries and affiliates; 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 7 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 Section 2 of this Agreement and under the Indemnification Agreement. You further agree that the payments and benefits described in Section 2 of this Agreement will be in full satisfaction of any and all obligations of the Released Parties to defend, indemnify, hold harmless claims for payments or reimburse the undersigned under the Indemnification Agreement between benefits that you may have against the Company or any of its subsidiaries or affiliates arising out of your employment relationship with the Company or any of its subsidiaries or affiliates 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 Party. The Released Claims include, including without limitation, (a) all claims arising out of any rights, payments or relating benefits to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I which you may have been entitled under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
Samples: Assistance Agreement and Release (National Golf Properties Inc)
General Release. For good and valuable considerationIn consideration of, among other things, the receipt forbearance provided for herein, the Borrower, on behalf of itself and adequacy of which is hereby acknowledgedits Subsidiaries and its and their successors and assigns (collectively, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing PartyRELEASORS"), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law any and all claims (including, without limitation, crossclaims, counterclaims, defenses, rights of set-off and recoupment), causes of action, demands, suits, costs, expenses and damages (collectively, the "CompanyCLAIMS"), its stockholdersthat 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, the Issuing Bank and any Lender and their respective Related Parties, and their respective successors and assigns and each and all of the officers, directors, employees, agents agents, attorneys and attorneys, 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 ClaimsRELEASEES") which ), based in whole or in part on facts, whether or not now known, existing on or before the Releasing Party hasexecution of this Amendment relating to the Credit Agreement or any of the other Loan Documents or any act or omission of the Administrative Agent, has had the Collateral Agent, the Issuing Bank or may have any Lender in connection with the credit extended thereunder; PROVIDED that the releases contained herein shall not affect, excuse or absolve the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender from performing its obligations under the Credit Agreement or any of the other Loan Documents. Acceptance by the Borrower of this Amendment, any Loans or other financial accommodations made by the Administrative Agent or any Lender after the date hereof shall constitute a ratification, adoption and confirmation by Releasors of the foregoing general release of all Claims against any one Releasee that are based in whole or more in part on facts, whether or not now known or unknown, existing on or prior to the date of this Amendment. In entering into this Amendment, the Borrower has consulted with and been represented by counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties arising out of, based upon or Releasees and hereby agrees and acknowledges that the validity and effectiveness of the release set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to completeness or validity thereof. The provisions of this Section shall be operative as of the Company's business, my employment with the Company or Third Amendment Effective Date and shall survive the termination of such employment; providedthis Amendment, 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 Credit Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights other Loan 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 Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]amounts owing thereunder.
Appears in 1 contract
Samples: Third (McLeodusa Inc)
General Release. For good Effective as of the Closing, Seller voluntarily, knowingly 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 irrevocably releases and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, discharges Purchaser and Company and each of their respective officers, directors, employeesmanagers, agents employees and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, affiliates from any and all actions, agreements, amounts, claims, demandsdamages, causes of actionexpenses, liabilities and obligations of every kind, nature or obligationsdescription, known or unknown, pending arising or not pendingexisting prior to the Closing, liquidated except for any rights of Seller under or not liquidatedin connection with (i) this Agreement and any other agreement entered into pursuant to this Agreement or at the Closing with Purchaser’s consent, (ii) the Lease Agreement dated July 1, 2003 by and between Rxxxxx X. Xxx, Xx., as lessor, and Fox Factory, Inc., as lessee, for certain premises located at 100 Xxxxxx Xxx, Xxxxxxxxxxx, XX 00000, (iii) the indemnification and/or exculpation provisions contained in the Company’s articles of every kind incorporation or bylaws, (iv) the Employment Agreement between Seller and nature whatsoever Company dated January 4, 2008, (collectivelyv) the Registration Rights Agreement between Purchaser and certain stockholders of Purchaser, (vi) the "Released Claims"Stockholders’ Agreement between Purchaser and certain stockholders of Purchaser, (vii) which the Releasing Party hasStock Purchase Agreement between Purchaser and Seller, has had or may have against any one or more (viii) the Non-Competition Agreement, dated as of even date herewith, between the Seller and Purchaser, (ix) the personal guarantee of Seller under the Relocation and Rehabilitation Agreement by and between the Company and The Redevelopment Agency of the Released Parties arising out ofCity of Watsonville, 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: (ax) 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 all Related Party Contracts 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injurythereunder, and (cxi) the RBC Capital Agreement and all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act obligations of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]thereunder (except for indemnification obligations of the Company under paragraphs 17 thereof).
Appears in 1 contract
Samples: Share Purchase Agreement (Compass Group Diversified Holdings LLC)
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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. By: __________________ Dated: Schedule 5(iii) [Competitor Entities]__________________
Appears in 1 contract
Samples: Control Agreement (Comtech Telecommunications Corp /De/)
General Release. For good (a) In exchange for and valuable considerationin consideration of the compensation and benefits provided for in the Separation Agreement, and as a condition of its receipt, Executive, on behalf of himself, and all Executive Releasors, hereby irrevocably and unconditionally releases, discharges and acquits all of the receipt Company Released Parties from any and adequacy all Claims and Damages, which Executive or any Executive Releasor has against them at any time up to the date Executive signs this Release, including but not limited to Claims and Damages arising out of, or which might be considered to arise out of or to be connected in any way with: (i) Executive’s employment with the Company Group or the termination thereof; (ii) any treatment of Executive by any of the Company Released Parties, which includes, without limitation, any treatment or decisions with respect to hiring, placement, promotion, work hours, discipline, transfer, termination, compensation, performance review or training; (iii) any Damages or injury that Executive or any Executive Releasor may have suffered, including without limitation, emotional or physical injury, or compensatory Damages (but excluding any claims for workers’ compensation benefits); (iv) employment discrimination, which shall include, without limitation, any individual or class claims of discrimination on the basis of age, disability, sex, race, religion, national origin, citizenship status, marital status, sexual orientation or any other basis whatsoever; and (v) all such other Claims or Damages that Executive or any Executive Releasor could assert against any, some or all of the Company Released Parties; provided that by executing this Release, Executive is hereby acknowledgednot releasing any claims related to (t) claims to enforce the terms of the Separation Agreement, I(u) claims for indemnification by the Company, (v) claims arising after the date of this Release, (w) claims for myself and my successorsvested benefits pursuant to any employee benefit plan, assigns(x) claims under the Option Award Agreement, heirs and representatives (each, a "Releasing Party"y) claims as an equityholder in the Company (including any rights Executive has arising under operative documents applicable to Executive in such capacity), hereby or (z) claims that cannot be waived by law. This Release shall be construed as broadly as possible and shall also extend to release each and forever discharge Comtech Telecommunications Corp. (all of the "Company")Executive Released Parties, its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectivelywithout limitation, from any and all claimsClaims and Damages that Executive or any Executive Releasor have alleged or could have alleged, demands, causes of action, liabilities or obligations, whether known or unknown, pending based on acts, omissions, transactions or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") occurrences 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 occurred up to the Company's business, my employment with the Company or the termination of such employment; provided, however, that date Executive signs 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
Samples: Separation Agreement (StarTek, Inc.)
General Release. For good (a) In consideration of the promises and valuable considerationpayments referenced above, to the receipt and adequacy of which is fullest extent permitted by applicable law, Executive hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release releases and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneysdischarges each Company Entity, and their respective successors, successors and assigns, heirs current and former officers, agents, board of directors members, representatives and employees, various benefits committees, and their respective successors and assigns, heirs, executors and personal and legal representatives, (eachcollectively, a "Released the “OceanFirst Parties,” or individually, an “OceanFirst Party"”) from each and every Claim (as defined below), individually action or right of any sort which he, his agents, representatives, estate and/or heirs may have against any of them up through the date of execution of this Agreement. This releases, and collectivelyExecutive intends to give up, from any and all claimsactions, charges, controversies, demands, causes of action, liabilities or obligationssuits, known or unknownrights, pending or not pendingliabilities, liquidated or not liquidatedsettlements, of every kind and nature costs, expenses and/or claims whatsoever (collectively, the "Released “Claims") which the Releasing Party has”), known and unknown, matured and unmatured, that he has had now or may have against in the future resulting from anything that has happened up to the execution of this Agreement including any one or more Claims for attorney’s fees and expenses and the fees and expenses of expert witnesses. Without limiting the scope of the Released Parties arising out of, based upon or foregoing provision in any way, directly Executive specifically releases all Claims relating to or indirectly, related to the Company's business, my arising out of any aspect of his employment with the Bank or relationship with any Company Entity or the termination of such employment; providedthereof including, howeverbut not limited to, that this General Release shall have no effect whatsoever upon: (a) any claim under the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement Employment Agreements between the undersigned you and the CompanyBank and the Company dated as of March 17, dated [Date] (2008, as subsequently amended, and the “CIC Executive Supplemental Retirement Income Agreement”) or the rights , as amended, and all releasable Claims under Title VII of the undersigned to enforce such obligations; (b) any and all obligations Civil Rights Act, the Civil Rights Act of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company 1991 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contractamended thereby, the Fair Labor Standards Americans With Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Equal Pay Act, the Family and Medical Leave Act, the New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the New Jersey Family Leave Act, the constitutions of the United States or the State of New Jersey or any other federalstatute or law of the United States or any state under which Executive may waive rights, state all Claims relating to any plan, policy, practice or local statuteprocedure, lawincluding any company compensation or benefit plan, ordinanceall common law Claims including, regulation but not limited to, wrongful discharge, violation of public policy, whistleblower/retaliation Claims, breach of express or order as the same may be amended implied contract, breach of implied covenant of good faith and fair dealing, negligent or supplemented from time intentional infliction of emotional distress, negligent hiring/supervision, defamation, fraud, and tortious interference with contract or prospective economic advantage, all Claims for any economic loss including entitlement to timeprofits, (b) all claims for back pay, lost benefitsfront pay, reinstatementfringe benefits or any other form of compensation, liquidated damagesall Claims for personal injury, punitive damagesincluding mental anguish, and damages on account of any alleged personalhumiliation, physical or emotional pain and suffering, psychiatric injury, and (c) damage to name or reputation, all claims Claims for attorneys' fees any form of compensatory or punitive damages, all Claims for costs or attorney’s fees, and costsall Claims arising out of any legal restrictions on each Company Entity’s right to terminate its employees. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily Without waiving and releasing any prospective or retroactive rights I may have under the Age Discrimination in Employment Fair Labor Standards Act of 1967 and (“FLSA”), Executive acknowledges that the consideration given for the waiver Bank has properly provided him with all wages, benefits, and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Paymentscompensation, if any, payable due to me pursuant him under the FLSA. Executive further understands that, except for the consideration set forth in this Agreement, this Agreement includes the release of all claims for any type of financial interest in, or payments from, any Company Entity or for salary, wages, commissions, bonus, separation or severance benefits, or any other form of compensation. Notwithstanding the foregoing, such released claims shall not include any claims based on obligations created by or reaffirmed in this Agreement, or the payment of salary until the Separation Date, the payment of accrued but unused vacation in accordance with Bank policies, Executive’s participation in the Bank benefit programs until the Separation Date, and rights and awards granted to Executive under the CIC Company’s stock option plans and Employee Stock Ownership Plan. Moreover, nothing in this section or this Agreement shall affect Executive’s entitlement to any and all vested benefits, including, but not limited to those under the Bank’s ESOP plan, 401K plan and stock option plans. Nothing in this Section or in this Agreement; , however, releases any claims that are not waivable by Executive under applicable law, including any claims for workers compensation benefits. Executive acknowledges that notwithstanding any other language herein, he is free to pursue before the U.S. Equal Employment Opportunity Commission (b“EEOC”) I have the any claim over which that agency has jurisdiction. However, Executive hereby expressly waives his right to consult with any additional monetary or other recovery that otherwise may be available through an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]EEOC proceeding.
Appears in 1 contract
Samples: Separation Agreement and General Release (Oceanfirst Financial Corp)
General Release. For good (a) In consideration of the payment of the Final Purchase Price, effective as of the Effective Time, each Holder hereby fully and valuable considerationfinally releases, acquits and forever discharges Parent, the receipt Company and adequacy the Company’s Subsidiaries, and each of which is hereby acknowledgedtheir respective individual, Ijoint or mutual, for myself past, present and my future officers, directors, partners, manager, employees, agents, representatives, affiliates, stockholders, members, controlling persons, parents, subsidiaries, predecessors, successors, assigns, heirs beneficiaries, heirs, executors, insurers, personal representatives and representatives attorneys (eachindividually, 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 “Releasee” and collectively, “Releasees”) from any and all claims, suits, counterclaims, demands, damages, losses, costs, proceedings, causes of action, liabilities or orders, obligations, commitments, promises, contracts, agreements, debts, liens, expenses and liabilities whatsoever, whether known or unknown, pending suspected or not pendingunsuspected, liquidated fixed or not liquidatedcontingent, both at law and in equity (“Claims”), which such Holder has as of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party hasEffective Time, has ever had or may from and after the Effective Time have against the respective Releasees, or any one of them, arising contemporaneously with or more prior to the Effective Time or on account of the Released Parties or arising out ofof any matter, based upon cause or in any way, directly event occurring contemporaneously with or indirectly, related prior to the Company's businessEffective Time, my employment with whether or not relating to claims pending on, or asserted after, the Company or the termination of such employment; providedEffective Time, however, that this General Release shall have no effect whatsoever upon: excluding (a) the Company's obligationsany rights arising out of or related to this Agreement or any agreement contemplated by this Agreement, 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. The Released Claims include, without limitation, (a) all claims arising out of any fraudulent action or relating inaction by any Releasee. Each Holder further agrees not to breach institute any litigation, lawsuit, claim or action against the Releasees, or any of contractthem, pursuing any Claim released above. Each Holder acknowledges, agrees and represents, on its behalf and on behalf of its affiliates, that (i) it has not assigned any Claim or potential Claim released above against the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or Releasees to any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timePerson, (bii) it fully intends to release all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages Claims arising on account of any alleged personal, physical or emotional injury, before the Effective Time against the Releasees in accordance herewith other than those specifically reserved herein and (ciii) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have it has been advised by its legal counsel and has negotiated and agreed upon this writinggeneral release. Each Holder hereby represents and warrants that it has adequate information regarding the terms of this general release, as required the scope and effect of the releases set forth herein, and all other matters encompassed by this general release to make an informed and knowledgeable decision with regard to entering into this general release, and that such Holder has independently and without reliance upon the Age Discrimination in Employment Act of 1967Releasees made his, that: (a) my waiver her or its own analysis and release specified herein does not apply decision to any rights or claims that may arise after the date I sign enter into this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]general release.
Appears in 1 contract
General Release. For good and valuable considerationEffective as of the Effective Time, each of the receipt and adequacy of which is hereby acknowledged, IParticipating Stockholders, for myself itself or himself and my successors, on behalf of its or his Affiliates and successors and assigns, heirs and representatives on behalf of its or his predecessors and successors in interest (each, a "collectively referred to as the “Releasing Party"Parties”), hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges each of the "Company")Surviving Corporation and each other Participating Stockholder and each of their respective parents, its stockholderssubsidiaries and any other Affiliates, and each of their respective directors, officers, directorsshareholders, agents, employees, agents heirs, legatees, devisees, executors, administrators, personal representatives, predecessors, successors and attorneysassigns, past and present, and their respective successorseach of them (collectively referred to as the “Releasees”) from, assignsand covenants not to xxx or otherwise institute or cause to be instituted, heirs and representatives (eachor maintain any legal or administrative proceedings against any Releasee with respect to, a "Released Party"), individually and collectively, from any and all claimsLosses arising in any way from his or its status as a stockholder of the Company or his or its relationship to the Company or to the other Participating Stockholders in connection with the Company’s activities during the period prior to the Effective Time, demandsof whatever kind or nature, causes of actionat law, liabilities in equity or obligationsotherwise, whether now 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 such Losses arising solely in connection with this Agreement between the Company and the undersignedEscrow Agreement, and/or under applicable law and/or under and those specific items listed on Schedule 11.13, shall not be subject to 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 thereofforegoing release; and (c) provided, further, that the foregoing release shall not apply to any claims with respect to applicable policies of directors and officers, employment practices, fiduciary and employed lawyers professional liability or comparable liability insurance as in effect on the Closing Date. Each Releasing Party hereby waives any and all rights the undersigned or benefits which it or he may have under Section 1542 of the California Civil Code, which provides that: 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. Having been fully informed of the provisions of California Civil Code Section 1542, each Releasing Party hereby represents and warrants to vested or accrued benefits or entitlements under the other parties and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, each Releasee that (a) all claims arising out it or he understands the effect of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination this waiver and said Civil Code Section in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans connection with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timethis Agreement, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, that it or he is represented and damages on account of any alleged personal, physical or emotional injuryhas been advised by an independent attorney in connection with this release and this Agreement, and (c) all claims for attorneys' fees it or he has made such investigation of the facts and costscircumstances surrounding the matters addressed herein as it or he deems necessary. I agree Each Releasing Party further represents and warrants that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing it or he has not assigned, sold, transferred, or otherwise disposed of any rights I may have under of the Age Discrimination in Employment Act causes of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingaction, as required by the Age Discrimination in Employment Act of 1967claims, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me other matters released pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Section 11.13.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Domain)
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 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; transactions 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingoccurrences described above, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver well as those known and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights anticipated. Releasing Parties each have consulted with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney legal counsel prior to signing this General Release; (c) I have twenty-one (21) days release, or had an opportunity to consider this General Release (although I may choose obtain such counsel and knowingly chose not to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; do so, and (e) this General Release will not be effective until each Releasing Party executes such release voluntarily, with the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]intention of fully and finally extinguishing all Released Matters.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Proterra 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 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 4 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 foregoing, it being the intention of the parties to enforce such obligationsmake 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 claims under the Employment Agreement; (b) and any and all obligations of subject matter and claims arising from any alleged violation by the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between Age Discrimination in Employment Act of 1967, as amended; the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws Older Workers Benefit Protection Act 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 thereof1990; 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, ; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the National Labor Relations ActCivil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, the Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act and/or any 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 federal, similar state or local statutelaws; 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, lawtort claim, ordinanceemployment or other contract or implied contract claim, regulation or order 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 his employment with the Company, his services to the Parent, the termination of his employment with the Company, or involving any other matter, including but not limited to the continuing effects of his employment with the Company, his services to the Parent, or termination of employment with the Company. The Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action which are unknown to the releasing or discharging party at the time of execution of the release and discharge. The Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the 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; (ii) to indemnification as an officer and director of the same may be amended or supplemented Company and the Parent in accordance with the Company’s and the Parent’s certificate of incorporation and bylaws and the terms of any indemnification agreement with the Parent and/or the Company to which the Executive is a party as of the date hereof, and to continued coverage under the Company’s and its Parent’s Directors and Officers liability insurance policies as in effect from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, ; and (ciii) all to release any claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingnot lawfully be waived, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does including but not apply limited to any rights or claims ADEA Claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Effective Date.
Appears in 1 contract
Samples: Separation Agreement and General Release (Spirit AeroSystems Holdings, 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 obligations’s obligations to provide the payments and benefits set forth in the Separation Agreement and General Release dated August 9, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] 2022 (the “CIC Separation 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' ’ fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to under the CIC Separation Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Mxxxxxx Porcelain Date:
Appears in 1 contract
Samples: Separation Agreement and General Release (Comtech Telecommunications Corp /De/)
General Release. For good In consideration of the payments and valuable consideration, benefits provided and to be provided to ____________________ (the receipt "Executive") under the Executive Severance Agreement to which the Executive 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. BellSouth Corporation (the "Company") are parties (the "Executive Severance Agreement"), the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its stockholderssubsidiaries and affiliates (the "Company Affiliated Group"), their present and former officers, directors, employeesexecutives, agents and agents, attorneys, shareholders, 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 PartyParties"), 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 (an "Action"), including, without limitation, any and all Actions (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, 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 and the Companyimpairment of economic opportunity, dated [Date] (the “CIC Agreement”) defamation, intentional infliction of emotional harm 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; other tort and (civ) for any violation of applicable state and all rights the undersigned may have to vested or accrued benefits or entitlements under local labor and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeemployment 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 (a) "ERISA"), and any and all claims Actions arising out under the civil rights laws of any federal, state or relating to breach of contractlocal jurisdiction, the Fair Labor Standards Actincluding, the Age Discrimination in Employment Actwithout limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act1964 ("Title VII"), the Americans with Disabilities Act ("ADA"), Sections 503 and 504 of the Rehabilitation Act, the Employee Retirement Income Security Act and/or any other federalFamily and Medical Leave Act, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act ("ADEA"), and the similar or analogous laws of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingany state or local or non-U.S. jurisdiction, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]excepting only:
Appears in 1 contract
General Release. For good and valuable consideration10.10.1 Effective as of the Closing, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives each Seller (each, a "“Seller Releasing Party"), ”) hereby release unconditionally and irrevocably and forever discharge Comtech Telecommunications Corp. (releases and discharges each of the "Company"), its stockholders, officers, Marpai and any present or former directors, employeesmanagers, agents and attorneys, and their respective successors, assigns, heirs and representatives officers or employees of the Company or Marpai (each, a "“Released Party"”), individually of and collectivelyfrom, from and hereby unconditionally and irrevocably waives, any and all claims, demandsdebts, losses, expenses, proceedings, covenants, liabilities, suits, judgments, damages, actions and causes of action, obligations, accounts, and liabilities of any kind or obligationscharacter whatsoever, known or unknown, pending suspected or not pendingunsuspected, liquidated in contract, direct or not liquidatedindirect, of every kind and nature whatsoever at law or in equity (collectively, the "respective “Released Claims"”) which the that such Seller Releasing Party hasever had, now has had or ever may have or claim to have against any one Released Party, for or more by reason of the Released Parties Seller Releasing Party’s ownership of Marpai Notes or Seller Securities arising out of, based upon or in any way, directly or indirectly, related prior to the Company's business, my employment with the Company or the termination of such employmentClosing; provided, however, that this General Release shall have no effect whatsoever upon: release does not extend to (ai) the Company's obligationsclaims relating to fraud, if any, (ii) rights 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 indemnification as a director, manager, officer and/or or employee thereof; and (c) any and all rights the undersigned may have pursuant 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. The Released Claims include, without limitation, ’s charter documents or rights under any directors and officers liability or errors and omissions liability insurance or (aii) all claims any matter arising out of or relating to breach of contractthis Agreement, any certificate, instrument or other agreement delivered in connection herewith, or the Fair Labor Standards Acttransactions contemplated hereby or thereby (including the Conversion and the Note Exchange), including but not limited to breaches or misrepresentations made by the Age Discrimination in Employment ActBuyer hereunder or thereunder, Title VII and payment of the Civil Rights Act Consideration. Each Seller acknowledges that each of 1964the Buyer, Marpai and the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages Company are relying on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release provided in this Section 10.10.1 in connection with entering into this Agreement and that this Section 10.10.1 is in addition intended for the benefit of, and to anything of value grant third party rights to which I was already entitled. I further acknowledge that I have been advised by each Released Party to enforce this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Section 10.10.1.
Appears in 1 contract
Samples: Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.)
General Release. For good and valuable considerationEffective as of the Effective Time, each of the receipt and adequacy of which is hereby acknowledged, IParticipating Stockholders, for myself itself or himself and my successors, on behalf of its or his Affiliates and successors and assigns, heirs and representatives on behalf of its or his predecessors and successors in interest (each, a "collectively referred to as the “Releasing Party"Parties”), hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges each of the "Company")Surviving Corporation and each other Participating Stockholder and each of their respective parents, its stockholderssubsidiaries and any other Affiliates, and each of their respective directors, officers, directorsshareholders, agents, employees, agents heirs, legatees, devisees, executors, administrators, personal representatives, predecessors, successors and attorneysassigns, past and present, and their respective successorseach of them (collectively referred to as the “Releasees”) from, assignsand covenants not to sxx or otherwise institute or cause to be instituted, heirs and representatives (eachor maintain any legal or administrative proceedings against any Releasee with respect to, a "Released Party"), individually and collectively, from any and all claimsLosses arising in any way from his or its status as a stockholder of the Company or his or its relationship to the Company or to the other Participating Stockholders in connection with the Company’s activities during the period prior to the Effective Time, demandsof whatever kind or nature, causes of actionat law, liabilities in equity or obligationsotherwise, whether now 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 such Losses arising solely in connection with this Agreement, and those specific items listed on Schedule 10.13, shall not be subject to 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 thereofforegoing release; and (c) provided, further, that the foregoing release shall not apply to any claims with respect to applicable policies of directors and officers, employment practices, fiduciary and employed lawyers professional liability or comparable liability insurance as in effect on the Closing Date. Each Releasing Party hereby waives any and all rights the undersigned or benefits which it or he may have under Section 1542 of the California Civil Code, which provides that: 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. Having been fully informed of the provisions of California Civil Code Section 1542, each Releasing Party hereby represents and warrants to vested or accrued benefits or entitlements under the other parties and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, each Releasee that (a) all claims arising out it or he understands the effect of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination this waiver and said Civil Code Section in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans connection with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timethis Agreement, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, that it or he is represented and damages on account of any alleged personal, physical or emotional injuryhas been advised by an independent attorney in connection with this release and this Agreement, and (c) all claims for attorneys' fees it or he has made such investigation of the facts and costscircumstances surrounding the matters addressed herein as it or he deems necessary. I agree Each Releasing Party further represents and warrants that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing it or he has not assigned, sold, transferred, or otherwise disposed of any rights I may have under of the Age Discrimination in Employment Act causes of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingaction, as required by the Age Discrimination in Employment Act of 1967claims, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me other matters released pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Section 10.13.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Domain)
General Release. For good In return for Employer’s obligations under this Agreement, Executive, to the fullest extent permitted by law, waives, releases, and valuable considerationdischarges Employer, The Taubman Company LLC, Taubman Centers, Inc., The Taubman Realty Group Limited Partnership, and all of the receipt entities listed on Exhibit A hereto, together with all such entities’ 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, agents, employees, agents and subsidiaries, affiliated entities, related entities, attorneys, any other representatives, and their respective successors, assigns, heirs and representatives successors in interest (each, a "collectively referred to as “Released Party"Parties”), individually and collectivelyseparately, together, or in any combination, from any known or unknown claims and all claims, demands, any causes of action, liabilities including arising in the course of or obligationsout of Executive’s employment with Employer or the end of Executive’s employment with Employer, known under any United States federal, state, or unknownlocal common law, pending statute, regulation, ordinance, or law of any other type (“Laws”); under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. This release covers claims and causes of action that Executive knows and may not pendingknow at the time of signing. In return for the Executive fulfilling his obligations under this Agreement, liquidated the Employer, on behalf of itself, and the entitles listed on Exhibit A hereto, or not liquidated, of every kind and nature whatsoever any entity controlling or in common control with said entities (collectively, the "Released Claims") which “Employer Entities”), to the Releasing Party hasfullest extent permitted by law, has had waives, releases, and discharges the Executive from any known claims and any causes of action, including those arising in the course of or may have out of Executive’s employment with Employer, the end of Executive’s employment with Employer, and holding any office with the Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. Executive and Employer intend that, to the fullest extent permitted by law, this waiver, release, and discharge will be a general release, will extinguish any claims and any causes of action, and will preclude any lawsuit or any other legal claim by Executive 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] (Employer Entities against the “CIC Agreement”) or Executive about anything that occurred before the rights date of the undersigned signing of this Agreement. Notwithstanding Section 3(c) below, the only claims and causes of action that Executive is not waiving, releasing, and discharging are for the consideration that Executive will receive under Sections 2(a), 2(b), and 2(f) of this Agreement (provided he complies with his obligations under this Agreement), any vested benefits to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned which Executive may be entitled under the Indemnification Agreement between Employer’s retirement plans, the Company Option Plan, or any other current benefit plans, and the undersignedany claims and causes of action that, 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 matter of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will cannot be effective until the date on which the revocation period has expiredwaived, which will be the eighth day after I sign this General Releasereleased, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]or discharged.
Appears in 1 contract
Samples: Separation Agreement and Release (Taubman Centers Inc)
General Release. For good a. In consideration for the Separation Payments and valuable considerationSeparation Benefits, Executive hereby RELEASES the receipt Company, its past and adequacy of which is hereby acknowledgedpresent parents, Isubsidiaries, for myself and my affiliates, predecessors, successors, assigns, heirs and representatives (eachrelated companies, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")entities or divisions, its stockholdersor their past and present employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past and present officers, directors, employeespartners, agents agents, representatives, attorneys and attorneys, and their respective successors, assigns, heirs and representatives employees (each, a "Released Party"collectively included in the term “Releasees” for purposes of this release), individually and collectively, from any and all claims, demands, demands or causes of actionaction which Executive, liabilities on behalf of himself and his heirs, executors, administrators, agents, attorneys, representatives or obligationsassigns, known or unknownhave, 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 ofReleasees, based upon on any events or in any waycircumstances arising or occurring prior to and including the date of execution by Executive of this Retirement Agreement, directly or indirectly, related to the fullest extent permitted by law, regardless of whether such claims are now known or are later discovered, including but not limited to any claims relating to his employment or anticipated retirement and separation from employment by the Company's business, my employment with any rights of continued employment, reinstatement or reemployment by the Company or (collectively, the termination of such employment“Released Retirement Agreement Claims”); providedPROVIDED, howeverHOWEVER, that this General Release shall have no effect whatsoever upon: Executive is not waiving, releasing or giving up (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”) any claim or the rights of the undersigned to enforce such obligationsright under state workers’ compensation or unemployment laws; (b) any and all obligations of the Released Parties claim or right to defendvested benefits, indemnify, hold harmless including under any pension 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 thereofsavings plan; and (c) any and all rights the undersigned may have claim or right to vested or accrued continued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier)COBRA; (d) I any claim or right to enforce the terms of this Retirement Agreement, the Transition Agreement or the RSU Award Agreements or to any bonus under (but pursuant to the terms of) the SVA Plan for fiscal year 2022 of the Company; (e) any right to indemnification (and related advancement of expenses) Executive may have seven under applicable laws, the applicable constituent documents (7including bylaws and certificate of incorporation) days of the Company or its subsidiaries, or any applicable D&O insurance policy that the Company may maintain; (f) any right or claim that arises after I sign the date Executive signs this General Release to revoke itAgreement; and (eg) this General Release will any other claim or right which cannot be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]waived as a matter of law.
Appears in 1 contract
Samples: Executive Transition Agreement (Sanfilippo John B & Son Inc)
General Release. For good and valuable considerationFOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which is are hereby acknowledged, Ieach of the undersigned, for myself and my successorsSpringbrook Investments, assigns, heirs and representatives (eachL.P., a "Releasing Party")California limited partnership, and its successors and assigns (collectively, “Releasor”) does hereby release forever release, discharge and forever discharge Comtech Telecommunications Corp. acquit SPT Real Estate Finance, LLC, a Delaware limited liability company (the "Company"“Lender”), its stockholdersofficers, directors, members, managers, agents and employees, and their respective partners, officers, directors, employeesmembers, agents and attorneysmanagers, agents, employees successors, heirs, and their respective successors, assigns, heirs and representatives (eacheach of them, a "Released Party"), individually of and collectively, from any and all claims, demands, obligations, liabilities, indebtednesses, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, liabilities debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or obligationscharacter, and irrespective of how, why, or by reason of what facts, whether heretofore, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which in any way arise out of, are connected with or relate to the Loan (as that term and capitalized terms not liquidatedotherwise defined herein are defined in that certain Settlement Agreement dated of even date herewith, of every kind and nature whatsoever pursuant to which this Release is delivered) (collectively, the "Released “Claims") which the Releasing Party has”), has had or may have against any one or more of the Released Parties including, without limitation, all Claims arising out of, based upon connected with or in any way, directly or indirectly, related relating to the Company's businessLoan Documents, 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 Settlement Agreement between the undersigned and the Company, dated [Date] other Closing Documents (as such capitalized terms are defined in the “CIC Settlement Agreement”) or (other than (i) in the rights case of the undersigned Settlement Agreement and the other Closing Documents to enforce such obligations; which Lender is a party, Claims directly resulting from the material failure of Lender to observe or perform its obligations thereunder and (bii) any and all obligations of the Released Parties to defendrights or remedies, 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. The Released Claims includeincluding, without limitation, (a) all claims arising out the right to contribution, which Releasor or any of their successors or relating to breach of contractassigns may have against Lender under the Comprehensive Environmental Response, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Compensation and Liability Act of 19641980 (codified at Title 42 U.S.C. § 9601 et seq.), the Civil Rights Act of 1866as it may be amended from time to time, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or or any other applicable federal, state or local statutelaws relating to hazardous materials). As further consideration for this Release, lawthe Releasor hereby agrees, ordinancerepresents and warrants that the matters released herein are not limited to matters which are known or disclosed, regulation and the Releasor hereby waives any and all rights and benefits which it now has, or order in the future may have, conferred upon it by virtue of the provisions of Section 1542 of the Civil Code of the State of California 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. In this connection, the Releasor hereby agrees, represents and warrants that it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown Claims which are in any way related to the matters released hereinabove. IT IS HEREBY FURTHER UNDERSTOOD AND AGREED that the acceptance of delivery of this Release by the parties released hereby shall not be deemed or construed as an admission of liability by any party released by the terms hereof, and each such party hereby expressly denies liability of any nature whatsoever arising from or related to the subject of the within Release. The Releasor hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of the within release, that it has read this Release or has had the same may be amended or supplemented from time read to timeit by its counsel, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesthat it has had the within Release fully explained by such counsel, and damages on account that it is fully aware of any alleged personalits contents and legal effect. DATED: September 3, physical or emotional injury2009. RELEASOR: Springbrook Investments L.P., and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this a California limited partnership By: Highgrove, Inc., its General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingPartner By: Xxxxxxx X. Xxxxxxx, as required by the Age Discrimination in Employment Act of 1967Secretary By: Xxxxx X. Xxxxxxx, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]President
Appears in 1 contract
Samples: Settlement Agreement (Shopoff Properties Trust, 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"“Employee”), does hereby release and forever discharge Comtech Telecommunications Corp. Chindex International, Inc. (the "“Company"”), its stockholderssubsidiaries and affiliates, and all of their respective successors and assigns, past and present directors, officers, directorspartners, employees, and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"“Releasee”), both individually and collectivelyin their official capacities, from any and all claims, causes of action (in law or in equity), suits, liabilities, demands, causes damages, losses, costs or expenses (including attorneys’ fees), of action, liabilities or obligationsany nature whatsoever, known or unknown, pending fixed or not pendingcontingent (hereinafter called “Claims”), liquidated or not liquidatedwhich Employee ever had, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, now has had or may hereafter have against any one or more of the Released Parties arising out ofReleasees by reason of any and all acts, based upon omissions, events or in any way, directly facts occurring or indirectly, related existing on or prior to the Company's businessdate hereof, my in connection with his 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. The Released Claims released hereunder include, without limitation, (a) all claims arising out of or relating to any alleged breach of contractany employment agreement between the Company and Employee; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions on the Fair Labor Standards ActCompany’s right to terminate Employee’s employment; and any alleged violation of any federal, the Age Discrimination in Employment Actstate or local statute or ordinance including without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866as amended, the National Labor Relations Age Discrimination in Employment Act, as amended (“ADEA”), the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act and/or of 1973, and any other federalapplicable state employment laws. Excluded from the scope of this Release, state however, are (i) any right Employee has to indemnification under any agreement with or local statute, law, ordinance, regulation governing documents of the Company or order as the same may be amended or supplemented from time to timeany of its affiliates, (bii) all claims for back payany rights of Employee arising under his Employment Agreement with the Company dated September 29, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account 2008 (or under any employee benefit plan of any alleged personal, physical or emotional injury, and (cthe Company) all claims for attorneys' fees and costs. I agree that I am voluntarily executing after the effective date of this General Release. I acknowledge Employee acknowledges that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have he has been advised by the Company to consult an attorney before signing this writing, as required by Release and that he has executed this Release after having had the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right opportunity to consult with an attorney prior and after having had the opportunity to signing consider the terms of this General Release; (c) I have Release for twenty-one (21) days to consider this General Release (or for such longer period as the Company may specify), although I he may choose to sign it earlier)at any time during this period. Employee further acknowledges that he has read this Release in its entirety, understands all of its terms, and knowingly and voluntarily agrees to them; (d) I have he is executing this Release in exchange for the receipt of consideration to which he would not otherwise be entitled; and that he has seven (7) days after I sign signing this General Release to revoke it; his release as to any ADEA claim. Any such revocation shall be in writing signed by the Employee and (e) this General delivered to the Company at its executive offices, to the attention of the Company’s Secretary. This Release will shall not be become effective until the date on which the revocation period has expired, which will be the eighth day after I sign expiration of seven (7) days following Employee’s execution of this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Employee
Appears in 1 contract
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 director, officer and/or employee thereof; complete defense to such Claims. Each Releasing Party acknowledges and agrees that such Releasing Party: (ci) any has carefully read and fully understands all rights 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 provisions of a Released Party. The Released Claims include, without limitationthis Agreement, (aii) knowingly and voluntarily agrees to all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timeterms set forth in this Agreement, (biii) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, knowingly and damages on account of any alleged personal, physical or emotional injuryvoluntarily agrees to be legally bound by this Agreement, and (civ) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have has been advised by and encouraged in writing (via this writing, as required by the Age Discrimination in Employment Act of 1967, that: (aAgreement) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Agreement.
Appears in 1 contract
Samples: Share Repurchase Agreement (InvaGen Pharmaceuticals, Inc.)
General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Agreement, dated September 21, 2004 (the “Agreement”) and after consultation with counsel, the receipt Executive, and adequacy each of which is the Executive’s 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")ESC and each of its 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") which Releasors may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (i) the Executive’s employment relationship with and service as an employee, based upon officer or in any waydirector of ESC, directly or indirectly, related to the Company's business, my employment with the Company or and the termination of such employmentthe Executive’s service as President and Chief Operating Officer, (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 hereto shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of ESC under the Agreement, if any(v) any claims Executive may have (A) under any plans or programs not described in the Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit other than under any ESC separation or severance plan or program and (B) as a shareholder of ESC, and (vi) any indemnification rights the Executive may have in accordance with ESC’s governance instruments or under any director and officer liability insurance maintained by ESC (or any affiliate thereof) with respect 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 liabilities arising as a result of the undersigned to enforce such obligations; (b) Executive’s service as an officer and employee of ESC. Except as provided in the immediately preceding sentence, the Releasors further agree that the payments and benefits described in the Agreement shall be in full satisfaction of any and all obligations of Claims for payments or benefits, whether express or implied, that 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 Releasors 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. The Released Claims include, without limitation, (a) all claims against ESC arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have Executive’s employment relationship under the Age Discrimination in Employment Act Agreement and the Executive’s service as an employee, officer or director of 1967 ESC under the Agreement and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingtermination thereof, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]applicable.
Appears in 1 contract
Samples: Release Agreement (Eastern Insurance Holdings, Inc.)
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 and the Companyimpairment of economic opportunity, dated [Date] (the “CIC Agreement”) defamation, intentional infliction of emotional harm 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; other tort and (civ) for any violation of applicable state and all rights the undersigned may have to vested or accrued benefits or entitlements under local labor and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeemployment 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 (a) “ERISA”), any and all claims arising out under the civil rights laws of any federal, state or relating to breach of contractlocal jurisdiction, the Fair Labor Standards Actincluding, the Age Discrimination in Employment Actwithout limitation, Title VII of the Civil Rights Act of 19641964 (“Title VII”), the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of 1967 the Rehabilitation Act the Family and that Medical Leave Act, the consideration given for the waiver Massachusetts Fair Employment Practices Act, and release is in addition to anything any and all claims under any whistleblower laws or whistleblower provisions of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]other laws.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Immunogen Inc)
General Release. a. For good purposes of this Agreement, “Releasee” and valuable consideration“Releasees” means the Company and any and all O&M past and present directors, 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 stockholderstrustees, officers, directorsshareholders, members, partners, managers, supervisors, employees, agents attorneys, agents, representatives, insurers and consultants, as well as the predecessors, successors and assigns of any of them, and all persons or entities acting by, with, through, under or in contract with any of them. Except as specifically provided below, for purposes of this Agreement the term “Claims” means: each and every claim, complaint, cause of action, grievance, demand, controversy, allegation, or accusation, whether known or unknown; each and every promise, assurance, contract, representation, obligation, guarantee, warranty, liability, right, agreement and commitment of any kind, whether known or unknown; and all forms of relief, including, but not limited to, all remedies, costs, expenses, losses, damages, debts and attorneys’ and other professionals’ fees and related disbursements, whether known or unknown. Notwithstanding the foregoing, Claims do not include a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”). Thus, this Agreement does not preclude Executive from filing an EEOC charge or participating in an EEOC investigation. b. Subject to the limited exclusions and their respective successorslimitations set forth below and in Section 9 of this Agreement, assigns, heirs Executive hereby irrevocably releases and representatives (each, a "Released Party"), individually and collectively, forever discharges all Releasees from any and all claimsClaims that Executive, demandsor anyone on his behalf ever had or now has against any and all of the Releasees, causes or which Executive, or any of actionhis executors, liabilities administrators, representatives, attorneys or obligationsassigns, known or unknownhereafter can, 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 shall or may have against any one or more and all of the Released Parties arising out ofReleasees for or by reason of any cause, based upon matter, thing, occurrence, or in any way, directly or indirectly, related event whatsoever from the date of Executive’s birth to the Company's businessdate that Executive signs this Agreement. Executive acknowledges and agrees that the Claims released in this paragraph include, my employment with the Company or the termination of such employment; providedbut are not limited to, 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; (bi) any and all obligations of the Released Parties to defendClaims based on any law, indemnifystatute, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company constitution or based on contract or in tort or in common law, 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 based on or arising under any civil rights laws, such as the undersigned may have to vested civil rights laws of any state or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Actjurisdiction, Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 1866(“ADEA”), the National Labor Relations Equal Pay Act, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family Medical Leave Act, or the Employee Retirement Income Security Act and/or Virginia Human Rights Act; (ii) any and all Claims under any grievance or complaint procedure of any kind; and (iii) any and all Claims based on or arising out of or related to Executive’s recruitment by, employment with, the termination of Executive employment with, of Executive’s performance of any service in any capacity for, or any business transaction with, each or any of the Releasees (collectively, the “Released Claims”). Executive also hereby waives any and all right to personal recovery of money damages or other federalrelief for any of the Claims released by this Section 11. Executive hereby represents and warrants that he has not assigned any claim to any third party. c. Notwithstanding the foregoing, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesExecutive does not waive, and damages on account of Released Claims shall not include: (i) any alleged personalrights, physical Claims or emotional injury, and (c) all claims for attorneys' fees and costs. I agree protections that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I Executive may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: Agreement (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]including
Appears in 1 contract
Samples: Executive Separation Agreement (Owens & Minor Inc/Va/)
General Release. For good To induce PLKI to enter into this Amendment, each Developer (on behalf of itself and valuable considerationits parent, the receipt subsidiaries, affiliates and adequacy of which is hereby acknowledged, I, for myself their respective past and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderspresent owners, officers, directors, employeesshareholders, partners, agents and attorneysemployees, in their corporate and individual capacities) and all other persons or entities acting on such Developer's behalf or claiming under such Developer (collectively, "Releasors") freely and without any influence, forever release and covenant not to xxx PLKI and its subsidiaries, predecessors and affiliates and their respective successorspast and present officers, assignsdirectors, heirs shareholders, agents and representatives employees, in their corporate and individual capacities (eachcollectively, a "Released PartyPLKI Releasees"), individually and collectively, from with respect to any and all claims, demands, liabilities and causes of actionaction of whatever kind or nature, liabilities or obligations, whether known or unknown, pending vested or not pendingcontingent, liquidated suspected or not liquidated, of every kind and nature whatsoever unsuspected (collectively, the "Released Claims") which ), that any of the Releasing Party has, has had Releasors now own or hold or may at any time have against any one owned or more of the Released Parties held, including Claims arising under federal, state and local laws, rules and ordinances and Claims arising out of, based upon or in related to, this Amendment, the Development Agreement, any wayRestaurant, directly any real estate contracts or indirectlydevelopment agreements and all other agreements between any Releasors and any PLKI Releasees, related the development or proposed development of any System unit, the sale of a franchise to any Releasors, the Company's business, my employment operation of any business using the System by any Releasors and/or performance by any PLKI Releasees of any obligations under any agreement with any Releasors. Each Developer (on behalf of itself and the Company or the termination of such employment; provided, however, Releasors) agrees that fair consideration has been given for this release and fully understands that this General Release shall have no effect whatsoever upon: is a negotiated, complete and final release of all of Releasors' Claims. EACH DEVELOPER (aON BEHALF OF ITSELF AND THE RELEASORS) the Company's obligationsWAIVES ANY RIGHTS AND BENEFITS CONFERRED BY ANY APPLICABLE PROVISION OF LAW EXISTING UNDER ANY FEDERAL, 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]STATE OR POLITICAL SUBDIVISION THEREOF WHICH WOULD INVALIDATE ALL OR ANY PORTION OF THE RELEASE CONTAINED IN THIS AMENDMENT BECAUSE SUCH RELEASE MAY EXTEND TO CLAIMS THAT THE RELEASORS DO NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTION OF THIS AMENDMENT.
Appears in 1 contract
Samples: Development Agreement (Carrols Restaurant Group, 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 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 payment and/or benefit obligations of the Released Parties to defendEmployer or any of its affiliates, indemnify(collectively, hold harmless or reimburse the undersigned “Employer Group”) under the Indemnification Agreement between the Company and the undersignedEmployment Agreement, 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 (cv) any and all rights Claims the undersigned 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 vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injurybenefit, and (cvi) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any indemnification or other rights I the Executive may have under the Age Discrimination Employment Agreement or in Employment Act accordance with the governing instruments of 1967 any member of the Employer Group or under any director and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required officer liability insurance maintained by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to Employer or any rights or claims that may arise after the date I sign this General Release or my rights such group member with respect to CIC Paymentsliabilities 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, if anythe Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all Claims for payments or benefits, payable to me pursuant to whether express or implied, that the CIC Agreement; (b) I Releasors may have against the right to consult with Employer or any member of the Employer Group arising out of the Executive’s employment relationship under the Employment Agreement and the Executive’s service as an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until employee, officer or director of the date on which Employer or a member of the revocation period has expiredEmployer Group under the Employment Agreement or the termination thereof, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]as applicable.
Appears in 1 contract
General Release. For good (i) In consideration of the payments and valuable considerationbenefits provided to you under this Agreement, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), you hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholdersCommunications, each of their respective subsidiaries and affiliates and each of their respective officers, directors, employees, directors and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, 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, the "Released Claims") which ), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that you may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (x) your employment relationship with and service as an employee, based upon officer or in any waydirector of Communications, directly or indirectly, related to the Company's business, my employment with the Company or any of their respective subsidiaries or affiliates, and the termination of such employmentrelationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the Effective Date; provided, however, that the release set forth in this General Release shall have no effect whatsoever upon: Section 13(a)(i) will not apply to (aA) the obligations of Communications and the Company under this Agreement, (B) subject to the other terms of this Agreement, the obligations of Communications and the Company under the plans and agreements referred to in Section 14(a) and the Company's obligationsSupplemental Executive Retirement Plan and Retirement Savings Plan, if any(C) your rights to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended, (D) the obligations of Communications and its subsidiaries to pay CIC Payments continue to provide director and officer indemnification in accordance with Section 14(f) and (E) any counterclaim you may have solely as a direct result of any Claim asserted against you pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] clause (the “CIC Agreement”B) or the rights (C) of the undersigned proviso to enforce Section 13(a)(ii), which counterclaim may only be brought by you in good faith and as a defense against any such obligations; (b) Claim asserted against you. You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all obligations of the Released Parties to defendclaims for payments or benefits, indemnifywhether express or implied, hold harmless or reimburse the undersigned under the Indemnification Agreement between that you may have against Communications, the Company and the undersigned, and/or under applicable law and/or under the or any of their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts subsidiaries 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. The Released Claims include, without limitation, (a) all claims affiliates arising out of your employment relationship, your service as an employee, officer or relating to breach director of contractCommunications, the Fair Labor Standards Act, Company or any of their respective subsidiaries or affiliates and the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]termination thereof.
Appears in 1 contract
Samples: Letter Agreement (Sullivan Communications Inc /De/)
General Release. For good and valuable consideration(a) Effective upon the Closing Date, the receipt and adequacy Seller, on behalf 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 attorneysitself, and their respective successorsany Person claiming by, assignsthrough, heirs and representatives (eachunder, a "Released Party")derivatively for, individually and collectively, from any and all claims, demands, causes as agent for or on behalf of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever such Seller (collectively, the "Released “Seller Group”), acknowledges that it has no claim, counterclaim, setoff, recoupment, action or cause of action of any kind or nature whatsoever (including, for the avoidance of doubt, actions for avoidance, subordination or recharacterization of any of Purchaser’s pre-Petition Date Claims", Interests and Encumbrances and Liens in respect of Seller) which the Releasing Party hasagainst (1) Purchaser, has had or may have against (2) any one or more of its directors, officers, control persons (as defined in Section 15 of the Released Parties Securities Exchange Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1933, as amended), members, employees, agents, attorneys, financial advisors, legal representatives, shareholders, partners, successors and assigns solely in their capacity as such, and (3) any of its directors, 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 (including pursuant to board observer rights), (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 upon, or in any waymanner 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 indirectlyindirectly arise out of, related to the Company's businessare based upon, my employment or in any manner connected 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injuryPrior Event, and (cii) releases, remises, waives and discharges all claims for attorneys' fees and costssuch Released Claims against any member of the Purchaser Group. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under As used herein the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]term “
Appears in 1 contract
General Release. For good In consideration of the Company's obligations under this Agreement and for other 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"), you hereby release and forever discharge Comtech Telecommunications Corp. the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors and agents (the "CompanyCompany Releasees"), 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, 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, the "Released Claims") which ), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that you may have, or in the Releasing Party hasfuture may possess, has had or may have against any one or more of the Released Parties arising out ofof (x) your employment relationship with and service as a director, based upon employee or in any way, directly or indirectly, related to the Company's business, my employment with officer of the Company or any of its subsidiaries or affiliates, and the termination of such employmentrelationship or service, or (y) 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 shall have no effect whatsoever upon: Section 8(a) will not apply to (aA) the Company's obligationsobligations of the Company under this Agreement, if any, (B) the obligations of the Company and its subsidiaries to pay CIC Payments continue to provide director and officer indemnification pursuant to the Change in Control Agreement agreement dated as of April 22, 1998 (the "Indemnification Agreement") between the undersigned and Endeavor Technologies Inc., a predecessor to the Company, dated [Date] and you, which Indemnification Agreement is hereby assumed by the Company, and Section 10 of this Agreement and (C) your right or ability to assert in good faith any facts by way of defense (or counterclaim arising from the “CIC Agreement”same set of facts) or against any Claim asserted against you by the rights Company pursuant to clause (B) of the undersigned proviso to enforce such obligations; (b) Section 8(b). You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all obligations of the Released Parties to defendclaims for payments or benefits, indemnifywhether express or implied, hold harmless or reimburse the undersigned under the Indemnification Agreement between that you may have against the Company and the undersignedor any of its subsidiaries or affiliates arising out of your employment relationship, 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 your service as a director, employee or 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act Company or any of 1964, its subsidiaries or affiliates and the Civil Rights Act of 1866, termination thereof. You hereby acknowledge and confirm that you are providing the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (brelease and discharge set forth in this Section 8(a) all claims only in exchange for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was you are already entitled. I further You acknowledge and agree that I have been advised by this writingif you should hereafter make any claim or demand or commence or threaten to commence any action, as required by claim or proceeding against the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights Company Releasees with respect to CIC Paymentsany cause, if anymatter or thing which is the subject of this Section 8(a), payable this Agreement may be raised as a complete bar to me pursuant to any such action, claim or proceeding, and the CIC Agreement; (b) I have the right to consult applicable Company Releasee may recover from you all costs incurred in connection with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expiredsuch action, which will be the eighth day after I sign this General Releaseclaim or proceeding, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]including attorneys' fees.
Appears in 1 contract
Samples: Letter Agreement (Webmd Corp /New/)
General Release. For good In consideration of the payments and valuable considerationbenefits to be made under the Amended and Restated Employment Agreement, dated as of June 20, 2014, to which Bellerophon Therapeutics LLC (the “Parent”), Bellerophon Services, Inc. (the “Company”) and Xxxxxxxx X. Xxxxxxx (the “Executive”) are parties (the “Employment 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 Parent and each of its subsidiaries and affiliates (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, (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 and the Companyimpairment of economic opportunity, dated [Date] (the “CIC Agreement”) defamation, intentional infliction of emotional harm 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; other tort and (civ) for any violation of applicable state and all rights the undersigned may have to vested or accrued benefits or entitlements under local labor and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims includeemployment 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 (a) “ERISA”), and any and all claims Actions arising out under the civil rights laws of any federal, state or relating to breach of contractlocal jurisdiction, the Fair Labor Standards Actincluding, the Age Discrimination in Employment Actwithout limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Employee Retirement Income Security Family and Medical Leave Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing(“ADEA”), as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]excepting only:
Appears in 1 contract
Samples: Employment Agreement (Bellerophon Therapeutics LLC)
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 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 or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectlyindirectly from any act, related omission, event or transaction occurring on or prior to the Company's businessEffective Time, my employment with which, for the Company or the termination avoidance of such employment; provideddoubt, however, that this General Release shall have no effect whatsoever upon: includes (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; (bwithout limitation) any and all obligations claims of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company breach and the undersigned, and/or under applicable law and/or under the respective charters causes of action based on alleged breach 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. The Released Claims include, without limitation, (a) all claims associated liabilities arising out of or relating to breach 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 contractany such Seller and/or such Seller’s Affiliates (i) set forth in this Agreement or any other agreement Table of Contents or document executed or delivered in connection with this Agreement, the Fair Labor Standards Act, the Age Discrimination (ii) set forth in Employment Act, Title VII any of the Civil Rights Act 2018 Transaction Documents, or (iii) under any contract of 1964insurance 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 Civil Rights Act claims or causes of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timeaction released herein, (by) all the Sellers have not transferred or otherwise alienated any such claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account or causes of any alleged personal, physical or emotional injuryaction, and (cz) all claims for attorneys' fees Sellers are fully authorized and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under entitled to give the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release releases specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]herein.
Appears in 1 contract
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 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 payment and/or benefit obligations of the Released Parties to defendEmployer or any of its affiliates, indemnify(collectively, hold harmless or reimburse the undersigned “AmeriServ & its Affiliates”) under the Indemnification Agreement between the Company and the undersignedEmployment Agreement, 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 (cv) any and all rights Claims the undersigned 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 vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injurybenefit, and (cvi) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any indemnification or other rights I the Executive may have under the Age Discrimination Employment Agreement or in Employment Act accordance with the governing instruments of 1967 any member of AmeriServ & its Affiliates or under any director and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required officer liability insurance maintained by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to Employer or any rights or claims that may arise after the date I sign this General Release or my rights such group member with respect to CIC Paymentsliabilities arising as a result of the 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, if anythe Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all Claims for payments or benefits, payable to me pursuant to whether express or implied, that the CIC Agreement; (b) I Releasors may have against the right to consult with Employer or any member of AmeriServ & its Affiliates arising out of the Executive’s employment relationship under the Employment Agreement and the Executive’s service as an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until employee, officer or director of the date on which Employer or a member of AmeriServ & its Affiliates under the revocation period has expiredEmployment Agreement or the termination thereof, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]as applicable.
Appears in 1 contract
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 Released Parties arising out ofChapter 11 Debtors or any of their respective past or present Subsidiaries (other than the Excluded Former Subsidiaries, based upon or in any wayeach case, directly or indirectlyfrom and after the date it was incorporated), related on the other hand, in effect prior to the Company's businessEffective Date (other than this Agreement, my employment the Tax Allocation Agreement and the Support Services Agreement), (d) any affiliation or relationship with any of the Company Chapter 11 Debtors or any of their respective past or present Subsidiaries (other than the termination 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 such employment; providedaction of any kind by any of the B&W Entities relating to any period prior to the Effective Date, howeverincluding, that this General Release shall have no effect whatsoever upon: 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 Company's obligationsAsbestos 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, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]including:
Appears in 1 contract
Samples: Non Debtor Affiliate Settlement Agreement (McDermott International Inc)
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 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 Matters 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. The Released Claims include, without limitation, (a) all any right to recover against the Company for any indemnification claims arising out of made against or relating paid by any Seller pursuant to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, Article 10. From and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release hereof, each Seller agrees on behalf of himself, herself or my rights 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 of the Released Parties based upon or with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlierany Released Matter(s); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities].
Appears in 1 contract
General Release. For good In consideration of the payments to be made hereunder and valuable considerationhaving acknowledged the above- stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, the receipt and adequacy of which is hereby acknowledgedor may be entitled to claim, IExecutive, for myself herself, and my successorsher heirs, executors, administrators, successors and assigns, heirs and representatives (eachdoes hereby release, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")and promise not to sue Employer, its stockholdersparents, subsidiaries, affiliates, predecessors, successors and assigns, and the foregoing entities’ past and present officers, directors, principals, partners, employees, agents and members, managers, shareholders, agents, representatives, attorneys, accountants, insurers, heirs, administrators, executors and their respective successorsother affiliated persons, assignsand Employer’s and its affiliates’ benefit plans (and the fiduciaries and trustees of such plans) (collectively the “Released Parties”) from liability for, heirs and representatives (eachExecutive hereby waives, a "Released Party"), individually and collectively, from any and all claims, demandsliabilities, causes of actioncosts, liabilities or obligationsexpenses, judgments, attorney fees, actions, known or and unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyin law or equity, the "Released Claims") which the Releasing Party Executive had, now has, has had or may have against the Released Parties relating in any one way to Executive’s employment with Employer or more termination thereof, including but not limited to, all claims for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of profits, attorney fees and any and all other damages of any kind or nature; all contracts, oral or written, between Executive and any of the Released Parties arising out of, based upon except as otherwise described herein; any business enterprise or in proposed enterprise contemplated by 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 as well as anything done or not done prior to insurance policies, if any, for acts or omissions and including the date of execution of this Agreement. Nothing in the undersigned’s capacity as a director, officer and/or employee thereof; this Agreement shall be construed to release Employer from any obligations set forth in this Agreement. Executive understands and (c) agrees that this release and covenant not to sue shall apply to any and all rights the undersigned may have to vested claims or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims liabilities arising out of or relating to breach Executive’s employment with Employer and the termination of contractsuch employment, the Fair Labor Standards Actincluding, but not limited to: (a) claims of discrimination based on age, race, color, sex (including sexual harassment), religion, national origin, marital 3 status, parental status, veteran status, union activities, disability or any other grounds under applicable federal, state or local law, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act, ); the Americans with Disabilities Act of 1990; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, 1991; and Sections 1981 through 1988 of Title 42 of the National Labor Relations Act, the Americans with Disabilities Act, United States Code; (b) any violation of the Employee Retirement Income Security Act and/or of 1974 (“ERISA”), COBRA; the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA); the Immigration Reform Control Act; the National Labor Relations Act; the Occupational Safety and Health Act; the Family and Medical Leave Act of 1993; the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); any other federal, state or local statutewage and hour law; any other local, state or federal law, ordinance, regulation or order ordinance; as well as any other claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the same covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, contract or tort laws; claims arising under any other federal law, state law, municipal law, local law, or common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of her employment or the separation of her employment with Employer (together with the waiver of claims set forth in Section 6, collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration received by Executive pursuant to this Agreement, any and all potential claims of this nature that Executive may have against the Released Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES. In addition, Executive agrees not to cause or encourage any legal proceeding to be amended maintained or supplemented from time instituted against any of the Released Parties. Notwithstanding anything to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesthe contrary contained herein, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything avoidance of value to which I was already entitled. I further acknowledge doubt, the Released Claims shall not include (i) any claim that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise arises after the date I sign that Executive signs this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (bii) I have the right any claim to consult with vested benefits under an attorney prior employee benefit plan that is subject to signing this General ReleaseERISA; (ciii) I have twentyany claim for breach of, or otherwise arising out of, this Agreement; or (iv) any claim for indemnification, advancement of expenses or D&O liability insurance coverage under any indemnification agreement with Employer or Employer’s governing documents or Employer’s D&O insurance policies under applicable state law. Further notwithstanding this release of liability, nothing in this Agreement prevents Executive from filing any non-one legally waivable claim (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it including a challenge to the Company validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable federal, state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable federal, state or local agency or cooperating in any such dateinvestigation or proceeding; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief from a Released Party as a result of such EEOC or comparable federal, state or local agency or proceeding or subsequent legal actions. Dated: Schedule 5(iii) [Competitor Entities]Further, nothing in this Agreement prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with,
Appears in 1 contract
Samples: Separation, Waiver and Release Agreement (Civeo Corp)
General Release. For good The Seller Party does hereby, and valuable considerationeach such Seller Party 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 the undersigned does hereby), effective as of, and contingent upon, the receipt Closing, unconditionally and adequacy irrevocably release, waive and forever discharge the Target Company and each of which is hereby acknowledgedits predecessors and successors and each of its respective past, Imanagers, for myself and my successorsdirectors, officers, employees, agents, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officerspartners, directorsinsurers, employees, agents subsidiaries and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, Affiliates from any and all claims, demands, judgments, 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 or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectlyindirectly from any act, related omission, event or transaction occurring on or prior to the Company's businessClosing, my employment with which, for the Company or the termination avoidance of such employment; provideddoubt, however, that this General Release shall have no effect whatsoever upon: includes (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; (bwithout limitation) any and all obligations claims of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company breach and the undersigned, and/or under applicable law and/or under the respective charters causes of action based on alleged breach 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. The Released Claims include, without limitation, (a) all claims associated liabilities arising out of or relating to breach of contractany commercial arrangement or agreement between the Target Company and such Seller Party and/or such Seller Party’s Affiliates entered into prior to the Closing, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII but excludes any of the Civil Rights Act of 1964, undersigned’s rights (i) expressly set forth in this Agreement or the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timeexhibits thereto, (bii) all claims for back payunder any contract of insurance covering members, lost benefitsmanagers, reinstatement, liquidated damages, punitive damagesdirectors, and damages officers of the Target Company prior to the Closing, (iii) under any arm’s length contract or commercial arrangement between the Target Company and such Seller Party for which no breach by the Target Company has occurred or is ongoing and as set forth on account Schedule 9I of the Target Company Disclosure Schedule, or (iv) rights to indemnification under the Target Company’s Organizational Documents. WITHOUT LIMITING THE FOREGOING, THE SELLER PARTY (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.” THE UNDERSIGNED ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. The undersigned represents and warrants that (x) there are no liens, or claims of Lien, or assignments in law or equity or otherwise of or against any alleged personalof the claims or causes of action released herein, physical (y) the undersigned has not transferred or emotional injuryotherwise alienated any such claims or causes of action, and (cz) all claims for attorneys' fees the undersigned is fully authorized and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under entitled to give the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release releases specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]herein.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (MJ Holdings, Inc.)
General Release. For good and valuable considerationIn consideration of, among other things, the forbearance provided for herein and the receipt of the proceeds of the Permitted Borrowing and adequacy the issuance of which is hereby acknowledgedthe Permitted Letters of Credit, Ithe Parent and the Borrower, for myself on behalf of itself and my successorstheir respective Subsidiaries and its and their successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing PartyRELEASORS"), hereby release forever waives, releases and forever discharge Comtech Telecommunications Corp. discharges to the fullest extent permitted by law any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), causes of action, demands, suits, costs, expenses and damages (collectively, the "CompanyCLAIMS"), its stockholdersthat any 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 any or all of the Agents and any Lender 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 agents, attorneys and attorneys, 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 ClaimsRELEASEES") which ), based in whole or in part on facts, whether or not now known, existing on or before the Releasing Party hasexecution of this Agreement, has had or may have against any one or more except for Claims solely arising out of the Released Parties arising out of, based upon gross negligence or in wilful misconduct of 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] Releasees (the “CIC Agreement”) "EXCLUDED CLAIMS"). Acceptance by the Borrower of any Working Capital Advances or other financial accommodations made by the rights of Agents or any Lender after the undersigned to enforce such obligations; date hereof (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. The Released Claims includeincluding, without limitation, (athe accommodations contained in this Agreement) shall constitute a ratification, adoption and confirmation by Releasors of the foregoing general release of all claims arising out Claims other than the Excluded Claims against any Releasee which are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Working Capital Advances or relating to breach of contractother financial accommodations. In entering into this Agreement, the Fair Labor Standards ActBorrower has consulted with and been represented by counsel and expressly disclaims any reliance on any representations, the Age Discrimination in Employment Act, Title VII acts or omissions by any of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, Releasees and damages on account of any alleged personal, physical or emotional injury, hereby agrees and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and acknowledges that the consideration given for validity and effectiveness of the waiver release 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 shall survive the termination of the Credit Agreement and release is the other Loan Documents and payment in addition to anything full of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]all amounts owing thereunder.
Appears in 1 contract
Samples: Forbearance Agreement (Lodgian 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 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 Sixth Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] November 18, 2016 (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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' ’ fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Paymentsseverance compensation, if any, payable to me pursuant to the CIC Employment Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Xxxx Xxxxxxxx
Appears in 1 contract
Samples: Employment Agreement (Comtech Telecommunications Corp /De/)
General Release. For good Notwithstanding anything contained herein to the contrary, effective as of the Closing, in consideration of the mutual agreements contained herein, including the Purchase [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Price to be received by Seller, Seller, on behalf of itself and valuable considerationeach of its past, the receipt 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. (the "Company")discharges Buyer, its stockholdersformer, officerspresent and future Affiliates, directorsparent companies and Subsidiaries, employeesjoint ventures, agents predecessors, successors and attorneysassigns, 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”) and the Business and the Transferred Assets of and from any and all claimsmanner of action or inaction, demands, cause or causes of action, liabilities Proceedings, Liens, Contracts, promises, Liabilities, Damages (whether for compensatory, special, incidental or obligationspunitive Damages, equitable relief or otherwise), losses, fees, costs or expenses, of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, Law or rule), whether known or unknown, 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, based or any of them, the Business or the Transferred Assets for, upon or in by reason of any wayact, directly event, omission, matter or indirectly, cause arising from or related to the Company's businessBusiness, my employment with in each case arising at any time at or prior to the Company or Closing (the termination of such employment“Released Claims”); provided, however, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of Seller under this General Release shall Agreement or any Ancillary Agreement. Seller, on behalf of itself and each Releasing Party, hereby waives any rights it may have no effect whatsoever upon: (a) under any Law which provides that a general release does not extend to claims which the Company's obligationsreleasing party does not know or suspect to exist in its favor at the time of executing the release, which if anyknown by it may have materially affected its settlement. Seller, on behalf of itself and each Releasing Party, acknowledges that it may hereafter discover facts in addition to pay CIC Payments pursuant or different from those which it now knows or believes to be true with respect to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights subject matter of the undersigned claims released hereby, but Seller, on behalf of itself and each Releasing Party, intends to enforce such obligations; (b) and, by operation of this release shall have, fully, finally and forever settled and released any and all obligations Released Claims, known or unknown, suspected or unsuspected, without regard to the subsequent discovery of existence of such different or additional facts and which exist or may have existed on Seller’s and each Releasing Party’s behalf against the Released Parties to defendat the time or execution of this Agreement. Seller, indemnifyon behalf of itself and each Releasing Party, hold harmless or reimburse the undersigned expressly acknowledges and agrees that all rights 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 PartiesCalifornia Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, and/or pursuant WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In connection with such waiver and relinquishment, Seller, on behalf of itself and each Releasing Party, hereby acknowledges that each Releasing Party may hereafter discover claims or facts in addition to, or different from, those which such Releasing Party now knows or believes to insurance policiesexist, if anybut that such Releasing Party expressly agrees to fully, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; finally and (c) forever settle and release any and all rights claims, known or unknown, suspected or unsuspected. Seller acknowledges that the undersigned may have to vested or accrued benefits or entitlements under foregoing release was separately bargained for and in accordance with any applicable plan, agreement, program, award, policy or arrangement of is a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII key element of the Civil Rights Act agreement of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing which this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]a part.
Appears in 1 contract
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 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 or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectlyindirectly from any act, related omission, event or transaction occurring on or prior to the Company's businessEffective Time, my employment with which, for the Company or the termination avoidance of such employment; provideddoubt, however, that this General Release shall have no effect whatsoever upon: includes (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; (bwithout limitation) any and all obligations claims of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company breach and the undersigned, and/or under applicable law and/or under the respective charters causes of action based on alleged breach 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. The Released Claims include, without limitation, (a) all claims associated liabilities arising out of or relating to breach 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 contractany 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, the Fair Labor Standards Act, the Age Discrimination (ii) set forth in Employment Act, Title VII any of the Civil Rights Act 2018 Transaction Documents, or (iii) under any contract of 1964insurance 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 Civil Rights Act claims or causes of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to timeaction released herein, (by) all the Sellers have not transferred or otherwise alienated any such claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account or causes of any alleged personal, physical or emotional injuryaction, and (cz) all claims for attorneys' fees Sellers are fully authorized and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under entitled to give the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release releases specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]herein.
Appears in 1 contract
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 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 Indemnitees do not release the Released Parties to defendfrom commitments, indemnifyobligations, hold harmless liabilities and claims arising under or reimburse pursuant to: (i) this Agreement; (ii) agreements entered into after the undersigned Effective Time; or (iii) any claim for fraud arising before or after the Effective Time under the Indemnification Merger Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of brought by any Indemnitee against the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions Parties solely in the undersigned’s his/her capacity as a director, former director or 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant Company prior to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Effective Time.
Appears in 1 contract
Samples: Indemnification and Release Agreement (Electro Energy Inc)
General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Employment Agreement between Sterling Bank and the Executive, dated January 25, 2006 (the “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")Bank, 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 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 ofBank 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 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 of the undersigned to enforce such obligations; (b) any and all payment and/or benefit obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned Bank 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injuryAgreement, and (cv) all any claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I Executive, may have under any plans or programs not covered by the Age Discrimination Agreement in Employment Act of 1967 which Executive participated and under which Executive has accrued and become entitled to a benefit. Except as provided in the immediately preceding sentence, the Releasors further agree that the consideration given for payments and benefits the waiver Bank makes and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, provides as required by the Age Discrimination Agreement shall be in Employment Act full satisfaction of 1967any and all Claims for payments or benefits, that: (a) my waiver whether express or implied, that the Releasors may have against the Bank or any of its affiliates arising out of the Executive’s employment relationship under the Agreement and release specified herein does not apply to any rights the Executive’s service as an employee, officer or claims that may arise after director of the date I sign this General Release Bank under the Agreement or my rights with respect to CIC Paymentsthe termination thereof, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]as applicable.
Appears in 1 contract
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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]
Appears in 1 contract
General Release. For good In consideration of the promises contained in this Agreement, you agree to the following: On behalf of yourself and valuable considerationanyone claiming through you, the receipt you hereby irrevocably and adequacy of which is hereby acknowledgedunconditionally release, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release acquit and forever discharge Comtech Telecommunications Corp. (the "Company")Company and/or its parent corporation, its stockholderssubsidiaries, affiliates, divisions, predecessors, successors and assigns, as well as all of their respective past and present officers, directors, employees, agents agents, shareholders, joint venturers, partners, trustees, fiduciaries, benefit plans and attorneys, and their respective successors, assigns, heirs and representatives anyone claiming through them (each, a "Released Party"hereinafter “Releasees” collectively), individually and collectivelyin their individual and/or corporate capacities, from any and all claims, demandsliabilities, causes of actionpromises, liabilities or obligationsactions, damages, rights, attorneys’ fees, costs and the like (hereinafter “Claims” collectively), known or unknown, pending accrued or not pendingunaccrued, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has you ever had or may now have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to Releasees from the Company's business, my employment with beginning of time up through the Company or the termination date of such employment; provided, however, that this your signature below. 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 includes without limitation 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach your employment with the Company and/or the termination of contractyour employment with the Company. This General Release further includes without limitation all Claims for: (1) employment discrimination based upon sex, the Fair Labor Standards Actrace, the Age Discrimination in Employment Actage, disability, national origin, religion, or any other characteristic protected by law, including without limitation all Claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 1866, the National Labor Relations Act(“ADEA”), the Americans with With Disabilities Act, the Employee Retirement Income Security Act and/or any Act, the Pennsylvania Human Relations Act, and all other federal, state state, or local statute, law, ordinance, regulation employment discrimination laws; (2) compensation or order as the same may be amended or supplemented from time to time, benefits except for those payments which are expressly provided for in this Agreement; (b3) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account wrongful discharge and/or breach of any alleged personalemployment contract; (4) Claims based on any tort, physical or such as invasion of privacy, defamation, fraud and infliction of emotional injury, distress; and (c5) all claims for attorneys' fees Claims under the Worker Adjustment and costsRetraining Notification Act (“WARN”). I agree In addition to the foregoing release, the severance and benefit payments being made to you under this Agreement shall be deemed to satisfy any obligations that I am voluntarily executing the Company may have to you under WARN, if WARN is applicable to your separation. Notwithstanding the forgoing, this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing release shall not waive any rights I you may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me indemnification pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Company’s By Laws or Certificate of Incorporation.
Appears in 1 contract
Samples: Separation Agreement (Adolor Corp)
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 this General Release (A) Releasing Parties shall have no effect whatsoever upon: (a) the Company's obligations, if any, retain their rights to pay CIC Payments pursuant to the Change funds 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 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 plan, agreement, program, award, policy security interests of Administrative Agent or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesLender therein, and damages on account any right of any alleged personal, physical offset or emotional injuryrecoupment with respect thereto, and (cB) all claims for attorneys' fees Released Matters shall not include Administrative Agent and coststhe 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 Amendment. I 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 court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is an essential and material of this Amendment, and that the agreements in addition this paragraph are intended to anything be in full satisfaction of value any alleged injuries or damages to which I was already entitledor of any Releasing Parties in connection with the Released Matters. I further acknowledge Each Releasing Party represents and warrants that I have been advised by 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 writingrelease shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver well as those known and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights anticipated. Releasing Parties each have consulted with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney legal counsel prior to signing this General Release; (c) I have twenty-one (21) days release, or had an opportunity to consider this General Release (although I may choose obtain such counsel and knowingly chose not to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; do so, and (e) this General Release will not be effective until each Releasing Party executes such release voluntarily, with the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]intention of fully and finally extinguishing all Released Matters.
Appears in 1 contract
General Release. For good EMPLOYEE agrees that the consideration stated herein represents settlement in full of all outstanding obligations owed to EMPLOYEE by EMPLOYER. EMPLOYEE understands this Agreement is a knowing and valuable considerationvoluntary waiver of claims by EMPLOYEE related to his employment with and separation from EMPLOYER. In exchange for the consideration set forth in this Agreement, and except for matter specifically provided in this Agreement, the receipt parties, on behalf of themselves, their representatives, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachrelease, 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, each other from any and all claims, demands, damages, losses, obligations, rights and causes of action, liabilities or obligations, whether known or unknown, pending including but not limited to, all claims, causes of action or administrative complaints that each now has or has ever had against each other relating in any way to EMPLOYEE'S employment with EMPLOYER. The parties agree not pending, liquidated to bring any lawsuits against each other relating to the claims that each has released nor will either party allow any to be brought or not liquidated, of every kind and nature whatsoever continued on the party's behalf or in the party's name (collectively, the "Released ClaimsRELEASED CLAIMS") ). The RELEASED CLAIMS include but are not limited to those which the Releasing Party has, has had or may have against any one or more of the Released Parties arising arise out of, relate to, or are based upon or in any way, directly or indirectly, related to the Company's business, my upon: (i) EMPLOYEE'S employment with the Company EMPLOYER or the termination of such employment; providedthereof, however(ii) statements, that this General Release shall have no effect whatsoever upon: acts or omissions by EMPLOYER whether in its individual or representative capacities, (aiii) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement express or implied agreements between the undersigned and the CompanyParties, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (biv) any and all obligations claims relating to or arising from EMPLOYEE'S right to purchase or actual purchase of the Released Parties to defendshares of stock of EMPLOYER including without limitation any claims for fraud, indemnifymisrepresentation, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedbreach of fiduciary duty, and/or breach of duty under applicable law and/or state corporate law, and securities fraud under the respective charters and by-laws any state or federal law, provided however that EMPLOYER reserves its rights of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions indemnification as set forth in the undersigned’s capacity as a director, officer and/or employee thereofSection C5(a); 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. The Released Claims include, without limitation, (av) all state and federal statutes, including but not limited to claims arising out based on race, sex, disability, age, or any other characteristic of or relating to breach of contractEMPLOYEE under the Americans with Disabilities Act, the Older Worker's Benefit Protection Act, the Fair Labor Standards Act, the Age Discrimination in Employment Equal Pay Act, Title VII of the Civil Rights Act of 19641964 (as amended), the Civil Rights Act of 18661991, the Civil Rights Acts of 1866 and 1871, the Family and Medical Leave Act, the National Labor Relations Act, the Americans with Disabilities Occupational Safety and Health Act, the Employee Rehabilitation Act, Executive Order 11246, the Colorado Labor Peace Act, the Colorado Wage Claim Act, the Employee's Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesWorker Adjustment and Retraining Notification Act, and damages on account all federal and common law. The RELEASED CLAIMS include, but are not limited to, claims related to the negotiation and execution of this Agreement, including but not limited to claims that this Agreement was fraudulently induced. Notwithstanding the foregoing, EMPLOYER specifically reserves any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree cause of action that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I it may have under the Age Discrimination in Employment Act against EMPLOYEE for any intentional or negligent acts of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised misconduct or fraud by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]EMPLOYEE.
Appears in 1 contract
Samples: Resignation Agreement and General Release (Heska Corp)
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 this General Release (A) Releasing Parties shall have no effect whatsoever upon: (a) the Company's obligations, if any, retain their rights to pay CIC Payments pursuant to the Change funds 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 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 plan, agreement, program, award, policy security interests of Administrative Agent or arrangement of a Released Party. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesLender therein, and damages on account any right of any alleged personal, physical offset or emotional injuryrecoupment with respect thereto, and (cB) all claims for attorneys' fees Released Matters shall not include Administrative Agent and coststhe Lenders’ obligations under the Loan Documents or any other contracts or agreements between Administrative Agent and Lenders, on one hand, and Releasing Parties from and after the effectiveness of this Amendment. I 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 court or governmental agency of competent jurisdiction) any legal action or other proceeding based in whole or in part upon the Released Matters. Releasing Parties each agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is an essential and material of this Amendment, and that the agreements in addition this paragraph are intended to anything be in full satisfaction of value any alleged injuries or damages to which I was already entitledor of any Releasing Parties in connection with the Released Matters. I further acknowledge Each Releasing Party represents and warrants that I have been advised by 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 writingrelease shall apply to all unknown or unanticipated results of the transactions and occurrences described above, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver well as those known and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights anticipated. Releasing Parties each have consulted with respect to CIC Payments, if any, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney legal counsel prior to signing this General Release; (c) I have twenty-one (21) days release, or had an opportunity to consider this General Release (although I may choose obtain such counsel and knowingly chose not to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; do so, and (e) this General Release will not be effective until each Releasing Party executes such release voluntarily, with the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such dateintention of fully and finally extinguishing all Released Matters. Dated: Schedule 5(iii) [Competitor Entities]
Appears in 1 contract
General Release. For good Effective at the Closing, each Company Seller, on his or her own behalf and valuable considerationon behalf of his or her respective heirs, the receipt family members, executors, agents, and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives assigns (each, a "Releasing Party"“Releasors”), hereby release and forever discharge Comtech Telecommunications Corp. (releases Buyer and the "Company")Company and their past, its stockholders, present and future officers, directorsagents, managers, employees, agents investors, stockholders, administrators, affiliates, parents, predecessor and attorneyssuccessor corporations and assigns (collectively, the “Releasees”) from, and their respective successorsagrees not to xxx concerning, assignsor in any manner to institute, heirs prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that such Releasors may possess against any of the Releasees arising from any omissions, acts, facts, or damages relating to any matter involving such Company Seller’s relationship with the Company occurring prior to the Closing, including the right to any payments in respect of any Company Units held thereby as of immediately prior to the Closing, other than the payments, in the amounts and representatives subject to the terms, explicitly set forth in this Agreement or, to the extent applicable, the TopCo Merger Agreement (eachcollectively, but excluding the Excluded Matters described below, the “Released Matters”). Such Releasors agree that the release set forth in this section shall be and remain in effect in all respects as a "Released Party"complete general release as to the matters released. The foregoing notwithstanding, this release does not extend to any rights of such Releasor (a) under the explicit terms of this Agreement or any other Transaction Document, (b) for any accrued and unpaid salary and other unpaid employee benefits and reimbursements that have vested or accrued prior to the Closing, including any vacation pay or paid time off, (c) to any transaction bonuses payable pursuant to a written employment agreement (which for the avoidance of doubt constitute Transaction Expenses hereunder), individually and in each case owed by the Company or, to the extent applicable, TopCo, (d) to any Releasor’s rights to indemnification or advancement of expenses (whether under the Company Charter Documents, insurance policy or other Contract of the Company), (e) with respect any claims that cannot be released as a matter of law or (f) that arise after the Effective Time (collectively, from any the “Excluded Matters”). Each of such Releasors, having consulted with counsel, hereby agrees and acknowledges that he, she or it is aware that applicable laws in such Releasor’s state of domicile may provide that such Releasor has the right not to release existing claims of which such Releasor is not aware unless such Releasor voluntarily chooses to waive this right and that such Releasor nevertheless hereby voluntarily waives such right and elects to assume all claimsrisks for all Released Matters that now exist in his, demands, causes of action, liabilities her or obligationsits favor, known or unknown. Each Company Seller represents that he or she has no lawsuits, claims, or actions pending in his or not pendingher name, liquidated or not liquidatedon behalf of any other Person, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had against Buyer 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 any 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. The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights Releasees with respect to CIC Paymentsthe Released Matters, if any, payable and that he or she does not intend to me pursuant bring any claims on his or her own behalf or on behalf of any other Person against the Company or any of the other Releasees with respect to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]Released Matters.
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Samples: Acquisition Agreement (Realpage Inc)