Common use of General Release Clause in Contracts

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

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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 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: Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Employment Agreement (BTRS Holdings 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 (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 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 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 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 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 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 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 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 (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, 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 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 In consideration of my receipt of the payments and valuable considerationbenefits provided to me under the Agreement, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), I hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), Bunge Group and its stockholdersrespective employees, officers, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, in such capacity, a "Released Party"), individually and collectively, ”) from any and all claims, demandsactions, causes of action, liabilities or obligationscomplaints, known or unknown, pending or not pending, liquidated or not liquidated, of every kind charges and nature whatsoever grievances (collectively, “Claims”), including, without limitation, any Claims arising under any applicable federal, state, local or foreign law, that I may have, or in the "Released Claims"future may possess, arising from or relating to (a) which the Releasing Party has, has had or may have against my employment relationship with and service as an employee of any one or more member 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 Bunge Group and the termination of such employmentrelationship or service and (b) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsI retain my rights, if any, (i) with regard to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned accrued and the Companyunpaid wages, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any expense reimbursement 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 employee benefit plan, agreement, program, award, policy or arrangement maintained by the Company, (ii) under my equity awards as provided in the applicable equity plan or award agreement or the Agreement, (iii) under applicable law which cannot be waived or released pursuant to an agreement, (iv) to indemnification under applicable corporate law, the Agreement, the by-laws or certificate of incorporation of the Company or any member of the Bunge Group or any benefit plan or policy of the Company or any member of the Bunge Group, or any other individual agreement between me and the Company or any member of the Bunge Group, and to be covered under directors’ and officers’ liability insurance, from the Company for any and all costs incurred by me as a Released Partyresult of any liability imposed in connection with my service as an employee, officer or director of the Company or any member of the Bunge Group, or (v) arising under the Agreement or to enforce this Release. I further agree that my receipt of the payments and benefits described in the Agreement will be in full satisfaction of any and all Claims for payments or benefits that I may have against the Bunge Group. The Released Claims includeRelease includes, without limitationbut is not limited to, (a) all contract and tort claims, claims arising out of any legal restriction on the Company’s right to terminate its employees and claims or relating to breach of contractrights under federal, the Fair Labor Standards Actstate, the Age Discrimination in Employment Actand local laws prohibiting employment discrimination, harassment and retaliation, including, but not limited to, claims or rights under 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 Civil Rights Act of 1967 and that 1991; the consideration given for Equal Pay Act; 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 “ADEA’’), including the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Employee Retirement Income Security Act; the Worker Adjustment and release specified herein does not apply Retraining Notification Act, and any other federal, state, or local law (statutory or decisional), regulation or ordinance (if and to the extent applicable and as the same may be amended from time to time), or under any rights public policy, contract or claims that may arise after tort, or under common law; or arising under any policies, practices or procedures of the Released Party; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation, which arose through the date I sign this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to executed 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: Executive Employment Agreement (Bunge Global SA), Executive Employment Agreement (Bunge Global SA)

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 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 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 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 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 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. 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 Effective as of the Effective Date, each of LBHI, Bancorp, LCPI, LBCS, Luxco and valuable considerationLBSF, the receipt as well as LBHI on behalf of all other subsidiaries of LBHI controlled by LBHI (other than Aurora Bank, FSB and adequacy its subsidiaries), on behalf of which is hereby acknowledgeditself and on behalf of its predecessors, I, for myself and my successors, assigns, heirs subrogees, agents and representatives representatives, and the heirs, executors, administrators and assigns thereof in their capacities as such (eachcollectively, a "the “Releasing Party"Parties”), hereby release unequivocally, irrevocably and unconditionally releases, remises, acquits, and forever discharge Comtech Telecommunications Corp. (discharges, waives and renounces, for the "Company"), its stockholders, officers, directors, employees, agents benefit of Woodlands and attorneyseach direct or indirect subsidiary of Woodlands, and their respective successorspredecessors, assignssuccessors and assigns (collectively, heirs and representatives (each, a "the “Released Party"Parties”), individually and collectivelyas the case may be, from and of, and hereby covenants not to xxx or institute or prosecute or aid in the institution or prosecution of any action or suit (at law, in equity or otherwise) against any of the Released Parties with respect to, any and all actions, suits and causes of action, at law or in equity, based on contract, tort (including, without limitation, gross negligence or intentional misconduct), statute or otherwise, debts, commissions, duties, fees, liens, commitments, contracts, agreements, promises, claims, demands, causes of actiondamages, losses, costs, expenses, liabilities and obligations (whether pecuniary or obligationsnot, known including obligations to perform or unknown, pending forebear from performing acts or not pending, liquidated or not liquidatedservices), of every any kind and or nature whatsoever (collectivelywhatsoever, the "Released Claims") whether accrued or fixed, absolute or contingent, matured or unmatured, determined or undetermined, which the such Releasing Party has, has ever had or hereafter can, shall or may have from the beginning of time against any one Released Party and that has arisen or more hereafter may arise out of or by reason of actions, omissions or events occurring, or circumstances existing, on or prior to March 31, 2010 (collectively, “Claims”), except for the Claims (including Claims arising under the agreements and instruments identified on Attachment A hereto) arising out of or by reason of actions or omissions occurring, or circumstances existing, not known to LBHI (including the subsidiaries of LBHI) on the date hereof. For the avoidance of doubt, it is understood and agreed that the Releasing Parties are not releasing hereunder any claims (whether now existing or hereafter arising) against the Released Parties arising out ofunder the Settlement Agreement or any agreement, based upon instrument or document referred to in any way, directly or indirectly, related to the Company's business, my employment with Settlement Agreement as implementing 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 provisions of the undersigned to enforce such obligations; Settlement Agreement (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 New TAA) all or any claims arising out of any acts or relating to breach of contractomissions or events occurring, the Fair Labor Standards Actor circumstances first coming about, the Age Discrimination in Employment Actafter March 31, 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]2010.

Appears in 2 contracts

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

General Release. For good In consideration of the payments and valuable considerationbenefits required to be provided to the Officer under the Change in Control Severance Agreement between the Employer and the Officer, dated ________________ (the “Agreement”) and after consultation with counsel, the receipt and adequacy of which is hereby acknowledged, IOfficer, for myself himself and my successorson behalf of each of the Officer's heirs, assignsexecutors, heirs administrators, representatives, agents, successors and representatives assigns (eachcollectively, a "Releasing Party"), the “Releasors”) hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company")Employer, its stockholdersmajority owned subsidiaries and affiliated companies, and each of its officers, employees, directors, employees, shareholders and agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, the “Releasees”) from any and all claims, demandsactions, causes of action, liabilities or rights, judgments, obligations, known damages, demands, accountings or unknown, pending liabilities of whatever kind or not pending, liquidated or not liquidated, of every kind and nature whatsoever character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the "Released Claims"Releasors may have, or in the future may possess, arising out of (i) which the Releasing Party hasOfficer's employment relationship with and service as an employee, has had officer or may have against any one or more director of the Released Parties arising out ofEmployer and any of its majority-owned subsidiaries and affiliates, based upon or in any way, directly or indirectly, related to the Company's business, my employment with the Company or the termination of the Officer's service in any and all of such employmentrelevant capacities, (ii) the Agreement, or (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that this General Release the release set forth herein shall have no effect whatsoever upon: not apply to (aiv) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights 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 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) 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 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 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 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

Samples: Asset Purchase Agreement (Scansource 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 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 (a) In consideration for the right to receive the Consideration in accordance with the terms of the Agreement and valuable considerationthe mutual promises contained in the Agreement and in this General Release, you (on behalf of yourself and your heirs, administrators, representatives, executors, successors and assigns) hereby knowingly and voluntarily release and discharge, to the fullest extent permitted by law, the receipt Company and adequacy of which is hereby acknowledgedits predecessors, I, for myself successors and my successors, assigns, heirs its and representatives their respective direct or indirect parents, subsidiaries and affiliated entities, and, with respect to each and all of the foregoing entities (each, a "Releasing Party"including the Company), hereby release all of its and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their respective present and former officers, directors, employees, agents and agents, attorneys, members, owners, shareholders, partners, members, representatives, trustees, employee benefit plans and their respective successorsadministrators or fiduciaries of such plans (all of the foregoing, assignsincluding the Company, heirs and representatives (each, a "collectively referred to as “Released Party"Parties”), each individually and collectivelyin their representative capacities, of and from any and all actions, agreements, claims, demandsdamages, causes expenses (including attorney’s fees and costs), judgments, liabilities, obligations or suits of actionany kind whatsoever, liabilities in law, equity or obligationsotherwise, in any jurisdiction, whether known or unknown, pending suspected or not pendingclaimed, liquidated specifically mentioned herein or not liquidatednot, of every kind and nature whatsoever (collectivelywhich you had, the "Released Claims") which the Releasing Party has, has had have or may have against any one or more of the Released Parties arising out ofby reason of any actual or alleged act, based upon event, occurrence, omission, practice or in any way, directly or indirectly, related other matter whatsoever from the beginning of time up to and including the Company's business, my employment with the Company or the termination of such employment; provided, however, date that you sign 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 limitationRelease, (a) all claims collectively, “Claims”), including but not limited to Claims arising out of or in any way relating to: • your services as an employee, consultant, officer or director of the Company and/or its predecessors, successors and assigns, and its and their respective direct or indirect parents, subsidiaries and affiliated entities, on or prior to breach the date that you execute this General Release; • the Agreement and the termination thereof, any other employment agreement and any compensation, benefits and/or equity interests of contractany kind in connection with your employment • any common law, public policy, company policy, contract (whether oral or written, express or implied) or tort law having any bearing whatsoever on the terms and conditions of your employment; • any federal, state or local law, ordinance or regulation including, but not limited to, the Fair Labor Standards Actfollowing (each as amended, the if applicable): Age Discrimination in Employment Act (including Older Workers Benefit Protection Act); Americans with Disabilities Act; Civil Rights Act of 1866; Civil Rights Act of 1991; Employee Retirement Income Security Act of 1974 (except as to any vested benefits under the Company’s ERISA-covered employee benefit plans, if any); Equal Pay Act; Family and Medical Leave Act of 1993; National Labor Relations Act; Title VII of the Civil Rights Act of 1964, ; Worker Adjustment and Retraining Notification Act; Chapter 21 of the Civil Rights Act of 1866, the National Texas Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or Code; and any other federal, state or local statute, law, ordinance, ordinance or regulation regarding discrimination or order as the same may be amended harassment or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account any terms or conditions of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costsemployment. I You agree that I am voluntarily executing you have entered into this General Release as a compromise and in full and final settlement of all Claims, if any, that you have, had or may have against any and all of the Released Parties up to and including the date that you sign this General Release. I acknowledge that I am knowingly You also agree that, although you may hereafter discover Claims presently unknown or unsuspected, or new or additional facts from those which you now know or believe to be true, you intend to provide a complete waiver of all Claims based on any facts and voluntarily waiving circumstances, whether known or unknown, up to 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 including 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 that you 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: Employment Agreement (Zimmer Biomet Holdings, Inc.)

General Release. For good a. By signing this Release, in consideration for the sums of money and valuable considerationbenefits Employee shall receive under this Release, Employee, on behalf of his heirs, representatives, administrators, executors, successors and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges to the fullest extent permitted by law, the receipt Company and adequacy each of which is hereby acknowledgedits present and former divisions, Iparent companies, for myself subsidiaries, affiliates, predecessors, successors and my successors, assigns, heirs including but not limited to DIMON Incorporated and representatives (eachStandard Commercial Corporation and together with all present and former benefit plans or policies, a "Releasing Party")plan administrators, hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")agents, its stockholdersdirectors, officers, directors, employees, agents owners, representatives and attorneysattorneys of all such entities or persons and all persons acting by, and their respective successorsthrough, assigns, heirs and representatives under or in concert with any of them (each, a collectively referred to as the "Released PartyParties"), individually and collectively, from any and all charges, complaints, claims, demandsliabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, liabilities or obligationssuits, rights, demands, costs, losses, debts and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, 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 Employee now has, has had had, or may hereafter claim to have had against each or any one or more of the Released Parties resulting from or arising out ofof any matter, based upon act, omission, cause or event whatever that has previously occurred; except that Employee does not waive or release rights to compensation and benefits described in any waySection 2 of this Release, directly rights to compensation and benefits reserved under Section 3 of this Release, or indirectly, related rights to benefits or payments for claims incurred while a participant in the Company's business’s group health or dental plans. Employee understands that by signing this Release and accepting the sums of money and benefits described in this Release, 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, Employee is waiving any right 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) pursue any and all obligations claim against any of the Released Parties for payments or benefits other than those expressly reserved in this Release, or for back pay, severance pay, liquidated damages, compensatory damages, punitive damages, or any other losses or other damages to defendEmployee or Employee’s property resulting from any claimed violation of local, indemnifystate or federal law, 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 anyincluding, for acts or omissions in the undersigned’s capacity as a directorexample (but not limited to), 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, under Title VII of the Civil Rights Act of 1964, the Civil Rights Age Discrimination in Employment Act of 18661967, as amended, the National Labor Relations Americans With Disabilities Act, the Americans with Disabilities Xxxxxxxx-Xxxxx Act of 2002, the Retaliatory Employment Discrimination Act, the Employee Retirement Income Security Act and/or of 1974, as amended, and claims under any other federal, state or local statutelaw pertaining to Employee’s employment. This Release does not, lawhowever, 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 waive 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 Employee signs 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: Severance Election and Release (Alliance One International, 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

Samples: Asset Purchase Agreement (Veritone, Inc.)

General Release. For good 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), all individuals who execute this Agreement and all guarantors of Developer’s obligations under this Agreement and all other persons or entities acting on Developer’s behalf or claiming under Developer (collectively, “Developer Releasors”) freely and without any influence, forever release and covenant not to xxx Franchisor 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 Party"“Franchisor 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, “Claims”), that any of the "Released Claims") which the Releasing Party has, has had Developer Releasors now own or hold or may at any time have against any one owned or more held as of the Released Parties date of this Agreement, including Claims arising under federal, state and local laws, rules and ordinances and Claims arising out of, based upon or in any way, directly or indirectly, related to this Agreement, any real estate contracts or development agreements and all other agreements between any Developer Releasors and any Franchisor Releasees, the Company's businessdevelopment or proposed development of any System unit, my employment the sale of a franchise to any Developer Releasors, the operation of any business using the System by any Developer Releasors and/or performance by any Franchisor Releasees of any obligations under any agreement with the Company or the termination of such employmentany Developer Releasors; provided, however, Claims shall not include claims arising from representations in the Franchise Disclosure Document, or its exhibits or amendments. Developer (on behalf of the Developer Releasors) agrees that fair consideration has been given for this release and fully understands that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsis a negotiated, if anycomplete and final release of all of Developer Releasors’ Claims. DEVELOPER, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the CompanyON BEHALF OF ITSELF AND THE DEVELOPER RELEASORS, dated WAIVES ANY RIGHTS AND BENEFITS CONFERRED BY ANY APPLICABLE PROVISION OF LAW EXISTING UNDER ANY FEDERAL, STATE OR POLITICAL SUBDIVISION THEREOF WHICH WOULD INVALIDATE ALL OR ANY PORTION OF THE RELEASE CONTAINED IN THIS AGREEMENT BECAUSE SUCH RELEASE MAY EXTEND TO CLAIMS THAT THE DEVELOPER RELEASORS DO NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTION OF THIS AGREEMENT. [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 Signatures 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 EntitiesNext Page]

Appears in 1 contract

Samples: Development Agreement (Carrols Restaurant Group, Inc.)

General Release. For good In consideration of the Severance Benefits offered to me by the Company under the Severance Agreement, I hereby (i) release and valuable considerationdischarge the Company and its predecessors, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assignsaffiliates, heirs parent, subsidiaries, and representatives (each, a "Releasing Party"), hereby release partners and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderseach of those entities’ current and former employees, officers, directors, employeesand agents (together, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "the “Released Party"), individually and collectively, Parties”) from any and all claims, liabilities, demands, and causes of action, liabilities or obligations, known or unknown, pending fixed or not pendingcontingent, liquidated that I may have or not liquidatedclaim to have against them, including without limit any claims that result from or arise out of every kind and nature whatsoever (collectivelymy past employment with the Company, the "severance of that relationship and/or otherwise, or any contract or agreement with or relating to the Released Claims"Parties, and (ii) which the Releasing Party has, has had or waive any and all rights I may have against with respect to and promise not to file a lawsuit to assert any one such claims. This General Release includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”) and any other federal, state, and/or municipal statutes, orders, or more regulations pertaining to labor, employment, and/or employee benefits. This General Release also applies without limitation to any claims or rights I may have growing out of any legal or equitable restrictions on the rights of the Released Parties arising out ofnot to continue an employment relationship with their employees, based upon including any express or implied employment or other contracts, and to any claims I may have against the Released Parties for fraudulent inducement or misrepresentation, defamation, wrongful termination, or other torts or retaliation claims in connection with workers’ compensation, any waylegally protected activity, directly or 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 Severance Agreement.

Appears in 1 contract

Samples: Severance Agreement (Devon Energy Corp/De)

General Release. For good and valuable considerationin consideration of the amounts payable to the Seller (and to the Owners indirectly) hereunder, effective as of the Closing Date, the receipt Seller and adequacy of which is each Owner hereby acknowledgedreleases, I, for myself acquits and my successors, assigns, heirs discharges the Company and representatives (each, a "Releasing Party"), hereby release its Affiliates and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their respective officers, directors, employeesmanagers, agents and attorneys, agents, representatives, trustees and employees and each of their respective successorsheirs, executors, administrators, successors and assigns, heirs of and representatives (each, a "Released Party"), individually and collectively, from any and all claimsLiabilities, demandswhatsoever, causes both in law and in equity, which the Seller or such Owner ever had, now has, or hereafter may have against the Company or any of action, liabilities its Affiliates arising out of any matters occurring on or obligations, known or unknown, pending prior to the Closing and whether or not pendingrelating to Claims pending on, liquidated or not liquidated, of every kind and nature whatsoever (collectivelyasserted after, the "Released Claims"Closing. Notwithstanding anything herein to the contrary, the foregoing release does not include, and the provisions of this Section 7.6 shall not release or otherwise diminish, any rights or Claims of (a) which the Releasing Party Seller or an Owner that he, she or it has, has had ever had, or may hereafter have against the Buyer and its Affiliates (including the Company after the Closing) set forth in any one provisions of this Agreement, the transactions contemplated hereby, or more the other Transaction Documents executed in connection with the transactions contemplated hereby and the Seller and Owners hereby expressly reserve any such Claims, (b) with respect to Xxxx Xxxx: (i) claims to indemnification or reimbursement from the Company to which Xx. Xxxx is entitled under the terms and conditions of Section 7.11; provided that, Xx. Xxxx shall not be entitled to indemnification or reimbursement for any amounts which exceed the proceeds actually received by the Company under a Tail Policy for such matter (net of out of pocket expense); or (ii) accrued salary and reimbursement of expenses as of the Released Parties arising out ofClosing Date (in each case, based upon or solely to the extent such amount is included in any waythe 62 Estimated Net Working Capital). From and after the Closing, the Seller and the Owners hereby irrevocably covenant to refrain from, directly or indirectly, related asserting any Claim, or commencing or causing to the Company's businessbe commenced, my employment with the Company or the termination any Claim 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 kind against the Company and the undersignedits Affiliates, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant based upon any matter purported 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]released hereby.

Appears in 1 contract

Samples: Equity Purchase Agreement (DLH Holdings Corp.)

General Release. For good In exchange for the consideration to be made by the Company to you as set forth in Paragraph 4 above, and valuable considerationthe promises contained in this Agreement, to which you would not otherwise be entitled in the absence of your execution of this Agreement, you voluntarily and of your own free will, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the receipt “Employee Parties”), hereby generally and adequacy of which is hereby acknowledgedcompletely release, Iacquit and forever discharge the Company, for myself its parents and my subsidiaries, and its and their present or former officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, heirs insurers and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. affiliates (the "Company"), its stockholders, officers, directors, employees, agents “Company Parties”) of and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, liabilities, demands, contentions, actions, causes of action, liabilities or obligationssuits, known or unknowncosts, pending or not pendingexpenses, liquidated or not liquidatedattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature whatsoever (collectivelynature, the "Released Claims") which the Releasing Party hasin law, has had equity, or may have against any one or more of the Released Parties otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, based upon of or in any wayway related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly, related to the Company's business, my indirectly arising out of or in any way connected with your employment with the Company or the termination of such that employment; providedclaims or demands related to salary, howeverbonuses, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationscommissions, if anystock, to pay CIC Payments pursuant to the Change stock options, or any other ownership interests in Control Agreement between the undersigned and the Company, dated [Date] vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (the individually a CIC AgreementClaim” and collectively “Claims) or the rights of the undersigned to enforce such obligations; (b) ). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all obligations Claims that any 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 :  has allegedly violated its personnel policies, if anyhandbooks, for acts contracts of employment, or omissions in the undersigned’s capacity as a director, officer and/or employee thereofcovenants of good faith and fair dealing; 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,  has allegedly violated the Age Discrimination in Employment ActAct of 1967, as amended (“ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, 29 U.S.C. § 1981, et seq.; the National Labor Relations Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq.; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Equal Pay Act, ; the Americans with With Disabilities Act of 1990 as amended; the Genetic Information Nondiscrimination Act, ; the Family and Medical Leave Act; the Employee Retirement Income Security Act and/or of 1974, 29 U.S.C. § 1001, et seq. (“ERISA”) (except for any vested benefits under any tax qualified benefit plan); the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the Sxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Lxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; the National Labor Relations Act; the Immigration Reform Control Act, as amended; the Occupational Safety and Health Act, as amended; the Massachusetts Law Against Discrimination, G.X. x. 151B; the Massachusetts Wage Payment Statute, G.X. x. 149, §§ 148, 148A, 148B, 148C, 149, 150, 150A-150C, 151, 152, 152A, et seq.; the Massachusetts Wage and Hour laws, G.X. x. 151§1A et seq.; the Massachusetts Privacy Statute, G.X. x. 214, § 1B; the Massachusetts Sexual Harassment Statute, G.X. x. 214 § 1C; the Massachusetts Civil Rights Act, G.X. x. 12, § 11H; the Massachusetts Equal Rights Act, G.X. x. 93, § 102; the Massachusetts Parental Leave Law, G.X. x. 149, § 105D; or other federal or state law, regulation, ordinance, or any, public policy, tort or common law (including but not limited to Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel); or any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this Agreement is executed. Also excluded from this Agreement and General Release are any Claims which cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state or local statutegovernmental agency. Nothing in this Agreement shall prevent you from filing, communicating and/or cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agency/ies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Moreover, while this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, ordinance, regulation or order as the same any and all rights you may be amended or supplemented from time have to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, individual relief based on any Claims that you have released 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 you have under waived by signing this Agreement. If any Claim is not subject to release, to the Age Discrimination extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in Employment Act any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of 1967 and that the consideration given for the waiver and release Company Parties is in addition to anything of value to which I was already entitleda party. 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 This Agreement does not apply abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, it does waive, release and forever discharge Claims existing as of the date you execute this Agreement pursuant to any rights such plan or claims that may arise after the date I sign agreement. Further, this General Release or my rights with respect to CIC Payments, if any, payable to me pursuant to does not release any claims you may have for the CIC Company’s breach of any of the terms and provisions of this 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: Flexion Therapeutics Inc

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

Samples: Agreement and Plan of Merger (Aptera Motors Corp)

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 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 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 (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

Samples: Merger Agreement (Atlantic Tele Network Inc /De)

General Release. For good and valuable considerationa. In consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective 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”), based in whole or in part on facts, whether or not now known, existing on or before the Amendment No. 9 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) which the Releasing Party has, has had any or may have against any one or more all of the Released Parties arising out ofCredit Agreement or any other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, based upon (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Releasors, on the one hand, and any or all of the Releasees, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Amendment, the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section 3.5 shall survive the termination of such employment; providedthis Amendment, howeverthe Credit Agreement, the other Loan Documents and payment in full of the Obligations. The Borrower and each other Loan Party hereby agrees that this General Release the Releasees shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant each be an Indemnitee and entitled to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights benefits of Section 11.3 of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defendCredit Agreement, 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 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 Paymentsany Claims arising from or in connection with the negotiation, if anypreparation, payable to me pursuant to the CIC Agreement; (b) I have the right to consult with an attorney prior to signing execution, delivery, performance, administration and enforcement of 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]Amendment or any other document executed and/or delivered in connection therewith.

Appears in 1 contract

Samples: Credit Agreement (Hallador Energy Co)

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 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 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 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 In consideration of the payments and valuable considerationbenefits to be made pursuant to that Separation Agreement dated as of March 7, 2006 (the receipt “Agreement”), Jxxxx Xxxxx (the “Employee”), with the intention of binding the Employee and adequacy of which is hereby acknowledgedthe Employee’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. Mxxxxx Xxxxxxx Living Omnimedia, Inc. (the "Company"”) and each of its subsidiaries and affiliates (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, 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 Employee, 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 Employee’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 of 1967 (“ADEA”), the New York State Constitution, the New York Human Rights Law, the New York Labor Law, the New York Civil Rights Law, the New York City Human Rights Law, the New York Retaliatory Action by Employers Law, the New York Non-Discrimination for Legal Actions Law and that the consideration given for the waiver New York Wage 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 writingHour Law, 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: Separation Agreement (Martha Stewart Living Omnimedia Inc)

General Release. For good and valuable consideration(a) In consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective 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”), based in whole or in part on facts, whether or not now known, existing on or before the Fourth Amendment and Restatement Effective Date, that relate to, arise out of or otherwise are in connection with: (i) which the Releasing Party has, has had any or may have against any one or more all of the Released Parties arising out ofCredit Agreement or any other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, based upon (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Releasors, on the one hand, and any or all of the Releasees, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Amendment, the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section 2.5 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 1 contract

Samples: Credit Agreement (Hallador Energy Co)

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

Samples: Credit Agreement (Calavo Growers Inc)

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 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 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 Treasurer and Chief Financial 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 and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's ’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's ’s obligations, if any, to pay CIC Payments any amounts or provide any benefits pursuant to the Change in Control Third Amended and Restated Employment Agreement between the undersigned and the Company, dated [Date] August 1, 2011 (the “CIC Employment Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Employment Agreement and/or the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the their respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released Party. 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 and valuable consideration(a) In consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective 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”), based in whole or in part on facts, whether or not now known, existing on or before the Amendment No. 1 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) which the Releasing Party has, has had any or may have against any one or more all of the Released Parties arising out ofCredit Agreement or any other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, based upon (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Releasors, on the one hand, and any or all of the Releasees, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Amendment, the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section 2.4 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 1 contract

Samples: Credit Agreement (Hallador Energy Co)

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 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)

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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

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

General Release. For good and valuable considerationIn consideration of, among other things, the receipt Purchasers’ and adequacy the Collateral Agent’s execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Company, for myself Sprout and my successorseach other Loan Party, assignson behalf of itself and its agents, heirs representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, ​ ​ executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against the Collateral Agent and Purchasers in any capacity and their affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective successorsother representatives of each of the foregoing (collectively, assigns, heirs and representatives (each, a "Released Party"the “Releasees”), individually based in whole or in part on facts, whether or not now known, existing on or before the Third Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Note Documents or transactions contemplated thereby or any actions or omissions in connection therewith, (ii) any aspect of the dealings or relationships between or among the Company, Sprout and collectivelythe other Loan Parties, from on the one hand, and the Collateral Agent and/or the Purchasers, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Loan Parties and Sprout, on the one hand, and the Purchasers, on the other hand, but only to the extent such dealings or relationships relate to any or all claimsof the documents, demandstransactions, causes actions or omissions referenced in clause (i) hereof. The receipt by the Company, Sprout or any other Loan Party of actionthe proceeds of any Notes or other financial accommodations made by the Collateral Agent and the Purchasers after the Third Amendment Effective Date shall constitute a ratification, liabilities adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or obligationsin part on facts, whether or not now known or unknown, pending existing on or not pending, liquidated prior to the date of receipt of any such proceeds or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Amendment, the "Released Claims") which the Releasing Company, Sprout and each other Loan Party hasconsulted with, and has had been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or may have against omissions by any one or more of the Released Parties arising out of, based upon or Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section shall survive the termination of such employment; providedthis Amendment, howeverthe Note Purchase Agreement, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change other Note Documents and payment in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights full of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and (c) any and all rights the undersigned may have to vested or accrued benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of a Released 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 1 contract

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

General Release. For good and valuable consideration(a) Effective as of the Effective Date, in consideration of, among other things, the receipt Lender’s and adequacy Agent’s execution and delivery of which is hereby acknowledgedthis Agreement, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"the “Releasors”), hereby release waives, releases and forever discharge Comtech Telecommunications Corp. discharges, to the fullest extent permitted by law, each Releasee (the "Company"as defined below) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, liabilities, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity or upon contract or tort, or under any state or federal law or otherwise (collectively, the “Claims”), against the Agent or any Lender in their capacities as such and each of their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and 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 “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Releasing Party hasdate of this Agreement, has had that relate to, arise out of or may have against otherwise are in connection with any one or more all of the Released Parties arising out ofTransaction Documents or transactions contemplated thereby, based upon or in any wayeach case, directly or indirectly, related 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 7.07(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 1 contract

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

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

Samples: Agreement and Plan of Merger (Aptera Motors Corp)

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 (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

Samples: Equity Purchase Agreement (Thoratec Corp)

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

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

General Release. For good and valuable considerationIn consideration of, among other things, the receipt execution and adequacy delivery of this Agreement by the Agent and the Lenders, and any financial accommodations which is hereby acknowledgedthe Agent or any Lender elects to extend to the Borrower or any other Credit Party after the date hereof, Ieach of the Borrower and the other Credit Parties, for myself on behalf of itself and my successorsits successors and assigns (collectively, assigns, heirs and representatives (each, a "Releasing Party"“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 Agent and 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 Effective Date. The receipt by the Borrower or any other Credit Party of any Loans or other financial accommodations made by the Agent or any Lender after the date 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 prior to the date of receipt of any such Loans or not liquidated, of every kind and nature whatsoever (collectivelyother financial accommodations. In entering into this Agreement, 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 14.19 shall survive the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights 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 1 contract

Samples: Credit Agreement (Trico Marine Services Inc)

General Release. For good As of the Effective Date, except as to the rights and valuable considerationobligations provided for under the terms of this Agreement, the receipt Named Plaintiffs and adequacy each Class Member, on behalf of which is hereby acknowledged, I, for myself himself or herself and my successorson behalf of his or her respective heirs, assigns, heirs beneficiaries, and representatives successors (each, a "the “Releasing Party"Parties”), hereby release shall automatically be deemed to have fully and irrevocably released and forever discharge Comtech Telecommunications Corp. (the "Company")discharged Defendant, and all of its stockholderspast, present and future predecessors, successors, parents, subsidiaries, divisions, employees, Affiliates, assigns, officers, directors, employeesshareholders, agents and representatives, attorneys, insurers and their respective successors, assigns, heirs and representatives agents (each, a "Released Party"), individually and collectively, the “Defendant Releasees”) from any and all losses, fees, charges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, attorneys’ fees, actions, and causes of actionaction of every nature, liabilities or obligationscharacter, and description, whether known or unknown, pending asserted or not pendingunasserted, suspected or unsuspected, fixed or contingent, legal, statutory, or equitable, based on contract, tort, or any other theory, that result from, arise out of, and/or in any way relate to the conduct, omissions, duties, or facts during the Class Period that were or could have been alleged in the Complaint (the “Released Claims”) relating to the assessment of APSN Fees or Retry Fees. Each Class Member is barred and permanently enjoined from bringing on behalf of themselves, or through any person purporting to act on their behalf or purporting to assert a claim under or through them, any of the Released Claims against the Defendant Releasees in any forum, action, or proceeding of any kind. In addition to any other defenses the Defendant Releasees may have at law, in equity, or otherwise, to the extent permitted by law, this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. The Releasing Parties may hereafter discover facts other than or different from those that he/she knows or believes to be true with respect to the subject matter of the claims released herein, or the law applicable to such claims may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date, he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and released known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had contingent or may have against any one or more non-contingent claims with respect to all of the Released Parties arising out ofmatters described in or subsumed by herein. Further, based upon each of those individuals agree and acknowledge that he/she shall be bound by this Agreement, included by the release herein and that all of their claims in the Action shall be dismissed with prejudice and released, whether or not such claims are concealed; without regard to subsequent discovery of different or additional facts and subsequent changes in the law; and even if he/she never receives actual notice of the Settlement, never receives forgiveness of Uncollected Amounts, and/or never receives a distribution of funds or credits from the Settlement. Except for the forgiveness of Uncollected Amounts provided for in Section 3, nothing in this Agreement shall operate or be construed to release any wayclaims or rights that Defendant has to recover any past, directly present or indirectlyfuture amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, related to the Company's business, my employment loans or other debts with the Company or the termination of such employment; providedDefendant Releasees, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned terms and the Companyconditions of such accounts, dated [Date] (the “CIC Agreement”) loans, 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 federaldebts. Likewise, state nothing in this Agreement shall operate or local statutebe construed to release any defenses, lawrights, ordinance, regulation or order as the same may be amended set-off that Named Plaintiffs 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 Class Member has other than with respect to CIC Paymentsthe Released Claims, if anyin the event the Defendant Releasees seek to recover any past, payable to me present, or future amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, loans, or other debts with Defendant Releasees, 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; terms and (e) this General Release will not be effective until the date on which the revocation period has expiredconditions of such accounts, which will be the eighth day after I sign this General Releaseloans, assuming I have returned it to the Company by such date. Dated: Schedule 5(iii) [Competitor Entities]or any other debts.

Appears in 1 contract

Samples: Settlement Agreement and Release

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. Reference is hereby made to the (i) Pledge and Security Agreement dated as of November 30, 2018 (the “Pledge Agreement”) by and among Grom Social Enterprises, Inc. and the holders of Company’s common stock signatory thereto in favor of each of the holders of the Company’s 12% Secured Notes and The Xxxxx Law Group, P.C. and (ii) Security Agreement dated as of November 30, 2018 (the “Security Agreement”, and together with the Pledge Agreement, the “Agreements”) by each of Grom Social Enterprises, Inc., Grom Social, Inc., Grom Educational Services, Inc., Grom Nutritional Services, Inc. in favor of Newbridge Securities Corporation. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in the Agreements. For good and valuable considerationin consideration of the covenants and promises contained herein, the receipt and adequacy sufficiency of which is are hereby acknowledged, Ithe undersigned Collateral Agent, for myself on behalf of itself and my successorseach of the Debtors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, their respective officers, directors, employees, agents members, servants, agents, affiliates, subsidiaries, parents, partners, heirs, executors, administrators, successors and attorneysassigns (collectively, the “Releasors”), hereby fully, finally and forever completely release each of the Company and the Subsidiaries and their respective successorsofficers, assignsdirectors, heirs agents, affiliates, heirs, executors, administrators, successors and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) of and from any and all claims, actions, obligations, liabilities, demands, debts, sums of money (including without limitation attorneys’ fees and expenses), damages, judgements and/or causes of action, liabilities of whatever kind or obligationscharacter, whether now known or unknown, pending which such Releasor has 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 might claim to have against any one or more of the Released Parties arising out of, based upon or in any wayParties, directly or indirectly, related in connection with the Notes, the Collateral and the Pledged Collateral. The Releasors hereby agree to cancel the Notes, to release the Collateral and the Pledged Collateral, and to release and discharge the Released Parties from all of the Obligations under the Notes, without any further obligations to the Company's businessReleasors. The Releasors hereby expressly warrant and covenant that they will not bring suit, my employment with the Company claim or the termination cause 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) action against any and all obligations of the Released Parties in connection with any and all past, present and future claims, demands, obligations, causes of action or rights which a Releasor now has or which may hereinafter accrue, including, but not limited to, with respect to defendthe Notes. This Note Cancellation and General Release is not being signed under any duress, indemnifythreat, hold harmless or reimburse undue influence and is being executed as a result of the undersigned satisfaction in its entirety under the Indemnification Agreement between the Company Note and the undersignedAgreements and after adequate consultation with counsel of Releasors’ choosing. This Note Cancellation and General Release cannot be modified orally and can only be modified through a written document signed by both parties. This Note Cancellation and General Release shall be governed by, and/or under applicable law and/or under and construed in accordance with, the respective charters and by-laws of the Released Parties, and/or pursuant State of New York without giving effect to insurance policies, if any, for acts or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; conflict of laws principles. This Note Cancellation 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 General Release 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]executed electronically.

Appears in 1 contract

Samples: Note Cancellation (Grom Social Enterprises, 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 a. In consideration of the payments and valuable considerationbenefits required to be provided to the Executive under the Consulting 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 Executive and my on behalf of each of the Executive’s heirs, executors, administrators, representatives, agents, successors, assignsand assigns (collectively, heirs and representatives (each, 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 between the Executive, the Employer, and the Bank dated January 11, 1999 (as the same may have been further amended, modified, or restated, the “Employment Agreement”), or (iii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this General Release Section shall have no effect whatsoever upon: not apply to (aiv) the Company's obligationspayment and/or benefit obligations of the Employer or any of its affiliates, if any(collectively, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC AgreementEmployer Group”) under the Consulting Agreement, (v) any Claims the Executive may have under any plans or programs not covered by the Consulting Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, and (vi) any indemnification or other rights the Executive may have in accordance with the governing instruments of any member of the undersigned Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to enforce such obligations; (b) liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all obligations Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Released Parties to defend, indemnify, hold harmless or reimburse 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 Employer Group arising out of the Executive’s employment relationship and the Executive’s service as an employee, officer, or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII director of the Civil Rights Act Employer or a member of 1964, the Civil Rights Act of 1866, Employer Group or 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 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 (Penns Woods Bancorp Inc)

General Release. For good Effective at the Closing, each TopCo 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, the "Company")Company and TopCo 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 TopCo Seller’s relationship with TopCo occurring prior to the Closing, including the right to any payments in respect of any TopCo Capital Stock 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 Company Purchase 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 agreement (which for the avoidance of doubt constitute TopCo Transaction Expenses or Company Transaction Expenses, as the case may be ,hereunder), individually and in each case owed by the Company or TopCo, (d) to any Releasor’s rights to indemnification or advancement of expenses (whether under the TopCo Charter Documents, insurance policy or other Contract of TopCo), (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 TopCo 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 (collectivelyagainst Buyer, 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”) TopCo 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 TopCo 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realpage Inc)

General Release. For good By signing below and/or the Consent of Guarantors hereto and/or the Acknowledgment and valuable considerationAgreement of AJI, KJC, KFC, KAAC and KBC hereto, each of the receipt Company and adequacy the other Obligors, on behalf of which is hereby acknowledgeditself and each other Obligor, Iand each of their respective predecessors, for myself successors and my successors, assigns, heirs hereby fully, finally, irrevocably, forever and representatives (eachunconditionally releases, a "Releasing Party")discharges and acquits the Agent, hereby release each of the Secured Lenders, and forever discharge Comtech Telecommunications Corp. (each of the "Company"), its stockholders, foregoing's officers, directorsemployees and agents, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives from all Released Claims (each, a as hereinafter defined). As used herein the term "Released Party")Claims" means all claims of the Company and the other Obligors, individually and collectivelyon the one hand, from against the Agent or any and Secured Lender, on the other hand, including but not limited to all claims, demands, obligations, liabilities, indebtedness, responsibilities, disputes, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of actionaction (whether at law or in equity), liabilities debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, rights of offset, losses and expenses, of every type, kind, nature, description or obligationscharacter, known and unknown, whensoever arising and occurring at any time up to and through the date hereof, whether known or unknown, pending suspected or not pendingunsuspected, liquidated or not liquidatedunliquidated, of every kind and nature whatsoever (collectivelymatured or unmatured, the "Released Claims") fixed or contingent, which the Releasing Party has, has had or may have against in any one or more of the Released Parties arising way arise out of, based upon are connected with or in relate to this Amendment or any way, directly of the other Loan Documents (including as amended hereby) or indirectly, related to the Company's business, my employment with the Company any transactions thereunder 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 administration of the undersigned to enforce such obligations; (b) any and all obligations lender-borrower relationship provided in the Loan Documents. Each of the parties hereto intends that the foregoing releases shall be effective as a full and final accord and satisfaction of Released Parties to defendClaims, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between and each of the Company and the undersignedother Obligors hereby agrees, and/or under represents and warrants that, to the extent permitted by applicable law and/or under law, the respective charters and by-laws matters released herein are not limited to matters which are known or disclosed. In this connection, each of the Released PartiesCompany and the other Obligors hereby agrees, 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; represents and (c) any warrants that it realizes 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, acknowledges that (a) all claims arising out of factual matters now existing and unknown to it may have given or relating may hereafter give rise to breach of contractReleased Claims which are presently unknown, the Fair Labor Standards Actunsuspected, the Age Discrimination in Employment Actunliquidated, 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 unmatured 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 timecontingent, (b) all claims for back paysuch Released Claims may be unknown, lost benefitsunsuspected, reinstatementunliquidated, liquidated damagesunmatured and/or contingent due to ignorance, punitive damagesoversight, and damages on account of any alleged personalerror, physical negligence or emotional injuryotherwise, and (c) all claims for attorneys' fees and costs. I agree that I am voluntarily executing if such Released Claims had been known, suspected, liquidated, matured and/or unconditional, its decision to enter into this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I release may have under been materially affected. Each of the Age Discrimination Company and the other Obligors further agrees, represents and warrants that this release has been negotiated and agreed upon in Employment Act view of 1967 these realizations. Nevertheless, each of the Company and that the consideration given for the waiver other Obligors hereby intends to release, discharge, and release is acquit each other of and from any such unknown, unsuspected, unliquidated, unmatured and/or contingent Released Claims which are 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 any way set forth 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 related 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]matters identified hereinabove.

Appears in 1 contract

Samples: Acknowledgement and Agreement (Kaiser Aluminum Corp)

General Release. For good (a) In exchange for and valuable considerationin consideration of the payments and other benefits described in paragraph 2(a) and its subparagraphs above and otherwise provided under this Agreement, the receipt Employee, individually and adequacy on behalf of which is hereby acknowledgedhis heirs, Iexecutors, for myself and my administrators, successors, assigns, heirs agents, counsel and representatives (each, a "Releasing Party")other representatives, hereby release releases and forever discharge Comtech Telecommunications Corp. (discharges the "Company"), its stockholdersparent companies, subsidiaries, affiliated entities, predecessors, successors or assigns (including, but not limited to, Ener1, Inc. and EnerDel, Inc., their employee benefit plans and trustees, fiduciaries, administrators and parties-in-interest of those plans, and any of its and their present and former shareholders, officers, directors, supervisors, employees, agents and agents, administrators, members, agents, attorneys, insurers, re-insurers, contractors, and their respective successors, assigns, heirs and other representatives (each, a "whether acting as agents or in their individual capacities) (collectively “the Released Party"), individually and collectively, Parties”) from any and all waivable claims, demands, prayers for relief, causes of action, liabilities right or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or damage he may have against any one or more of the Released Parties arising out ofCompany, based upon or in any wayarising, directly or indirectly, related to the Company's business, my out of his employment and/or termination of employment with the Company 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] (whether known or unknown, and whether arising from tort, statute or contract, arising or existing on or before the “CIC date on which Employee signs and executes this Agreement”) or the rights of the undersigned , including, but not limited 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 waivable claims arising out of under federal, state or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, local laws including those arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, as amended; the Americans with Disabilities Act (ADA), as amended; the Age Discrimination in Employment Act (ADEA), as amended; the Older Workers Benefit Protection Act, as amended (OWBPA); the Worker Adjustment and Retraining Notification Act (WARN); the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), the Employee Retirement Income Security Act and/or of 1974 (ERISA), as amended (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company subject to the terms and conditions of such plan and applicable law); the Family Medical Leave Act (“FMLA”); the Equal Pay Act, as amended; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (“OSHA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, as amended; and any other federal, state or local statute, law, ordinanceregulation, regulation ordinance or order as judicial decision governing or otherwise pertaining in any way to employment, discrimination in employment, the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damagesterms and conditions of employment, and damages on account the termination of employment; and employee hereby affirms that she is not aware of any alleged personal, physical illegal activity which would give rise to an investigation 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 inquiry conducted by the Age Discrimination in Employment Act of 1967EEOC, that: (a) my waiver and release specified herein does not apply to SEC or 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 applicable government agency.

Appears in 1 contract

Samples: Separation Agreement and General Release (Ener1 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 Amended and Restated Employment Agreement with the Company dated November , lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account 2011 (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]:

Appears in 1 contract

Samples: Employment Agreement (Chindex International Inc)

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

General Release. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), hereby release and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the "Released Claims") which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company's 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 In consideration for the Payment, Employee fully and valuable consideration, completely releases and gives up any and all waivable claims and rights that Employee may have against 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 stockholdersparents, subsidiaries, and affiliates, including but not limited to Greenlane Holdings, Inc., and each of their officers, directors, members, shareholders, employees, agents and agents, representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners, subsidiaries and affiliates, and all of their respective predecessors, 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 assigns (collectively, the "Released Claims") “Releasees”). This Agreement applies to all waivable claims resulting from anything that has happened up through the date that Employee signs this Agreement, including claims of which Employee is not aware and those not specifically mentioned in this Agreement. Employee understands that this Agreement does not waive rights or claims that may arise from events that occur after Employee signs this Agreement. Without limiting the Releasing Party has, has had or may have against any one or more generality of the Released Parties arising out offoregoing, based upon or in any wayEmployee specifically releases all waivable claims relating to: (i) Employee’s employment by the Company, directly or indirectlythe terms and conditions of such employment, the Employment Agreement, employee benefits related to the Company's business, my Employee’s employment with the Company or Company, 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 Employee’s employment with the Company, dated [Date] (the “CIC Agreement”) or the rights and/or any of the undersigned events relating directly or indirectly to enforce or surrounding such obligationstermination; (bii) any and all obligations claims of the Released Parties to defenddiscrimination, indemnifyharassment, hold harmless whistleblowing or reimburse the undersigned under the Indemnification Agreement between the Company and the undersignedretaliation in employment (whether based on federal, and/or under applicable law and/or under the respective charters and by-laws of the Released Partiesstate or local law, and/or pursuant to insurance policiesstatutory or decisional), 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 or relating to breach of contract, the Fair Labor Standards Act, under the Age Discrimination in Employment ActAct of 1967, as amended (“ADEA”) (this release is meant to comply with the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted to, among other things, ensure that individuals age 40 or older who waive their rights under the ADEA do so knowingly and voluntarily), the Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Actas amended (“Title VII”), the Americans with Disabilities Act, as amended (“ADA”), the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act (“EPA”), the Family and Medical Leave Act, as amended (“FMLA”), the Employee Retirement Income Security Act and/or (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), or any other federal, state or local statutediscrimination, harassment, whistle blowing or retaliation law, ordinance, regulation or order as the same may be amended or supplemented from time to time, ; (biii) any and all claims for back paydamages of any kind whatsoever, lost benefitsincluding without limitation compensatory, reinstatementpunitive, treble, liquidated and/or consequential damages; (iv) any and all claims under any contract, punitive damageswhether express or implied, and damages on account all claims in equity; (v) any and all claims for unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any alleged personalstatutory or administrative rules, physical regulations or emotional injury, codes; and (cvii) any and all claims for attorneys' fees and ’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. I agree Employee represents that I am voluntarily executing this General Release. I acknowledge Employee knows of no claim that I am knowingly and voluntarily waiving and releasing Employee has against the Company or any rights I may have under of the Age Discrimination in Employment Act of 1967 and other Releasees 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 not released Employee’s Initials____ Company’s Initials ____ by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver Section 4. Employee understands and release specified herein does not apply agrees that this Agreement is binding on Employee and on anyone who succeeds 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’s rights.

Appears in 1 contract

Samples: Confidential Separation and General Release Agreement (Greenlane Holdings, Inc.)

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

Samples: Separation Agreement (Intermec, Inc.)

General Release. For good In consideration of the benefits and valuable considerationconsideration set forth in the Employment Agreement by and between myself and the Company, the receipt and adequacy sufficiency of which is hereby acknowledgedacknowledged by me, II for myself, and for myself and my successorsexecutors, heirs, administrators, assigns, heirs and representatives (eachanyone else claiming by, a "Releasing Party")through or under me, hereby release irrevocably and unconditionally, release, remise and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderssubsidiaries, and its and their present and former agents, servants, employees, officers, directors, employeesstockholders, agents successors and attorneysassigns (collectively, the “Releasees”) from, and their respective successorswith respect to, assignsany and all debts, heirs demands, actions, complaints, charges, causes of action, suits, covenants, contracts, wages, bonuses, damages and representatives (each, a "Released Party"), individually and collectively, from any and all claims, demands, causes liabilities and expenses (including attorneys’ fees and costs) whatsoever of action, liabilities any name or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind nature both in law and nature whatsoever in equity (collectively, the "Released collectively “Claims") which the Releasing Party has, has I now have or ever had or may in the future have or assert against the Company or any one or more of the Released Parties Releasees, for or by reason of any matter, cause or thing whatsoever which has happened, developed or occurred on or before the date hereof (except for claims for severance under the Employment Agreement), including, without in any way limiting the generality of the foregoing any Claim that I might otherwise have: (i) for tort or contract, or relating to salary, wages, bonuses, severance, commissions, stock, and stock options, the breach of any oral or written contract or promise, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, medical, disability or other leave; (ii) arising out of, based upon on, or in any wayconnected with my employment, directly or indirectlyincluding terms and conditions of employment, related to the Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligations, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations; (b) any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between by the Company and the undersignedtermination of that employment, and/or including but not limited to claims arising under applicable law and/or under the respective charters and by-laws Section 806 of the Released PartiesXxxxxxxx-Xxxxx Act of 2002, and/or pursuant and any other claims alleging retaliation of any nature; (iii) in any way related to insurance policies, if anystock options vesting or exercise, for acts alleged securities violations; or omissions 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

Samples: Employment Agreement (Avatech Solutions Inc)

General Release. For good As a material inducement to the Company and valuable considerationthe Parent to enter into this Agreement and in consideration of the payments to be made by the Company and the Parent to the Executive in accordance with Paragraph 2 above, the receipt Executive, on behalf of himself, his representatives, agents, estate, heirs, successors and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (eachwith full understanding of the contents and legal effect of this Agreement and having the right and opportunity to consult with his counsel, a "Releasing Party")releases and discharges the Company, hereby release the Parent, and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholderstheir respective shareholders, officers, directors, supervisors, members, managers, employees, agents and agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates and all employee benefit plans sponsored or contributed to by the Company or the Parent (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their respective predecessors, successors, assignsheirs, heirs executors, administrators, and representatives assigns (each, a "Released Party"), individually and collectively, the “Released Parties”) from any and all claims, demandsactions, causes of action, liabilities grievances, suits, charges, or obligationscomplaints of any kind or nature whatsoever, that he ever had or now has (through the date of this Agreement and, upon its reaffirmation, through the Retirement Date), whether fixed or contingent, liquidated or unliquidated, known or unknown, pending suspected or not pendingunsuspected, liquidated and whether arising in tort, contract, statute, or not liquidatedequity, 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 and valuable consideration(a) In consideration of, among other things, the receipt Noteholders’ execution and adequacy delivery of which is hereby acknowledgedthis Agreement, Ieach of the Issuer and the other Credit Parties, 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 forever agrees and covenants not to sxx or prosecute against any Releasee (as hereinafter defined) and hereby forever discharge Comtech Telecommunications Corp. waives, releases and discharges each Releasee (the "Company"as hereinafter defined) 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, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Noteholders and Trustee in any capacity and their respective affiliates, subsidiaries, shareholders, partners 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 shareholders, partners, 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”), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) which the Releasing Party has, has had any or may have against any one or more all of the Released Parties arising out of, based upon Indenture or in transactions contemplated hereby or 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 actions or omissions in the undersigned’s capacity as a director, officer and/or employee thereof; and connection herewith or (cii) any aspect of the dealings or relationships between or among Issuer and the other Credit Parties, on the one hand, and any or all rights of the undersigned may have to vested or accrued benefits or entitlements under Noteholders and in accordance with any applicable planTrustee, agreementon the other hand, 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 any or all of the Civil Rights Act of 1964documents, the Civil Rights Act of 1866transactions, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state actions or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, omissions referenced in clause (bi) 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]hereof.

Appears in 1 contract

Samples: Forbearance Agreement for American Eagle Energy Corporation (AMERICAN EAGLE ENERGY Corp)

General Release. For good Employee hereby fully, finally, and valuable considerationcompletely releases Employer, the receipt and adequacy of which is hereby acknowledgedits predecessors, I, for myself and my successors, assignssubsidiaries, heirs shareowners, parent and representatives (each, a "Releasing Party"), hereby release affiliates and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, managers, control persons, employees, agents and agents, attorneys, representatives and their respective successorsassigns of any of them (collectively, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually of and collectively, from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, liabilities of whatever kind or obligationscharacter, whether now known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (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 offrom, based upon relating to, or in any wayway connected with, directly any facts or indirectly, related to events occurring on or before the Company's business, my employment with the Company or the termination execution of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsRelease, if any, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned and the Company, dated [Date] (the “CIC Agreement”) that he/she may have against Employer 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 including, but not limited 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 such Claims include, without limitation, (a) all claims arising out of or relating in any way related to breach Employee’s employment with the Employer or the termination or end of contractsuch employment. Further, the Fair Labor Standards ActEmployee waives and releases Employer from any Claims that this Release was procured by fraud or signed under duress or coercion so as to make this Release not binding. Employee confirms that this Release was not procured by fraud, the Age Discrimination in Employment Actnor signed under duress or coercion. Employee understands and agrees that by signing this Release, 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 he/she 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 giving up the right to consult with an attorney prior pursue any legal Claims that he/she may have against the Employer or any Released Parties, and specifically agrees and covenants not to signing bring any legal action for any Claims released herein, and that he will defend, indemnify and hold Employer and the Released Parties harmless from and against all Claims (including legal fees and/or expenses) incurred by the Employer arising from or relating to any such Claim. Excluded from 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 , are claims which cannot be effective until the date waived by law; Employee does waive, however, his/her right to any monetary recovery should any agency pursue any claims 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]his/her behalf.

Appears in 1 contract

Samples: Separation and Release Agreement (CSI Compressco LP)

General Release. For good and valuable consideration(a) In consideration of, among other things, the receipt Administrative Agent’s and adequacy the Lenders’ execution and delivery of which is hereby acknowledgedthis Amendment, Ithe Borrower and each other Loan Party, for myself on behalf of itself and my successorsits agents, assignsrepresentatives, heirs officers, directors, advisors, employees, subsidiaries, affiliates, successors and representatives assigns (eachcollectively, a "Releasing Party"“Releasors”), hereby release forever agrees and covenants not to 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 (the "Company"including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), its stockholdersactions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Secured Parties in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents and agents, attorneys, advisors and their respective 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”), based in whole or in part on facts, whether or not now known, existing on or before the Amendment No. 8 Effective Date, that relate to, arise out of or otherwise are in connection with: (i) which the Releasing Party has, has had any or may have against any one or more all of the Released Parties arising out ofCredit Agreement or any other Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, based upon (ii) any aspect of the dealings or relationships between or among the Borrower and the other Loan Parties, on the one hand, and any or all of the Secured Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, or (iii) any aspect of the dealings or relationships between or among any or all of the Releasors, on the one hand, and any or all of the Releasees, on the other hand, but only to the extent such dealings or relationships relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Amendment, the Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any wayway on any such representations, directly acts and/or omissions or indirectlythe accuracy, related to the Company's business, my employment with the Company completeness or validity thereof. The provisions of this Section 2.5 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 1 contract

Samples: Credit Agreement (Hallador Energy Co)

General Release. For good and valuable considerationEach Borrower (collectively, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing PartyParties")) releases, hereby release acquits and forever discharge Comtech Telecommunications Corp. (the "Company")discharges Lender, and each of its stockholdersrespective 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 PartyParties"), individually ) 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 or indirectly, related to any of the Company's business, my employment with transactions described herein or therein (the Company or the termination of such employment"Released Matters"); provided, however, that this General Release (A) Releasing Parties shall have no effect whatsoever upon: (a) the Company's obligationsretain their rights to funds in deposit accounts held with Lender, if anyas applicable, funds in transit for deposit into any such account and any refunds to pay CIC Payments pursuant which such Releasing Party is entitled to, subject 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 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 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 Lender's obligations under the Loan Documents or any other contracts or agreements between Lender 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 dateintention of fully and finally extinguishing all Released Matters. Dated: Schedule 5(iii) [Competitor Entities]

Appears in 1 contract

Samples: Loan and Security Agreement (Servicesource International, 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 Company's business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) the Company's obligationsany and all prior credit accommodations, if any, provided by Bank, or any of Bank's predecessors in interest, to pay CIC Payments pursuant to the Change in Control Agreement between the undersigned Borrower or any guarantor hereunder, and the Companyany agreements, dated [Date] (the “CIC Agreement”) notes or documents of any kind related thereto or the rights of the undersigned transactions contemplated thereby or hereby, or any other agreement or document referred to enforce such obligations; herein or therein. (b) any Borrower and all obligations 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 Released Parties to defendCalifornia 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, 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]WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Appears in 1 contract

Samples: Credit Agreement (Auto Graphics Inc)

General Release. For good In exchange for the consideration set forth in that certain Second Amended and valuable considerationRestated Employment Agreement (the “Employment Agreement”), dated as of __________, 2014 between Integra LifeSciences Holdings Corporation (the “Company”) and Xxxxx X. Xxxxxxx (“Executive”), the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a "Releasing Party"), the Company does hereby release and forever discharge Comtech Telecommunications Corp. (the "Company")“Releasees” hereunder, its stockholders, officers, directors, employees, agents consisting of Executive and attorneys, his heirs and their respective successors, assigns, heirs 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 contingent (hereinafter called “Claims”), which the Company or any it subsidiaries now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Notwithstanding the foregoing, this General Release shall not operate to release any Claims which the undersigned may have relating to or arising out of (i) Executive’s intentional, willful or reckless misconduct, (ii) Executive’s fraud or breach of fiduciary duty, or (iii) any acts or omissions by Executive that are not covered by the Company’s director and officer insurance coverage or not pending, liquidated properly the subject of defense or not liquidated, indemnity by the Company (the “Unreleased Claims”). The Company represents and warrants that there has been no assignment or other transfer of every kind and nature whatsoever any interest in any Claim (collectively, the "Released other than Unreleased Claims") which the Releasing Party has, has had or it may have against Releasees, or any one of them, and the Company agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or more any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the Released Parties parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the Company under this indemnity. The Company agrees that if it hereafter commences any suit arising out of, based upon upon, or relating to any of the Claims released hereunder or in any waymanner asserts against Releasees, directly or indirectlyany of them, related any of the Claims released hereunder, then the Company agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all reasonable attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. The Company further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever 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 EntitiesSignature page follows]

Appears in 1 contract

Samples: Employment Agreement (Integra Lifesciences Holdings Corp)

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 XXXXXXXXXX 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 1 contract

Samples: Separation Agreement

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

Samples: Credit Agreement (Calavo Growers Inc)

General Release. (a) For good and valuable considerationin consideration of the Payment and the other agreements made by the Company hereunder, the receipt and adequacy you hereby agree on behalf of which is hereby acknowledgedyourself, Iyour agents, for myself and my assignees, attorneys, successors, assigns, heirs and representatives (eachexecutors, a "Releasing Party")to, hereby and you do hereby, fully and completely forever release the Company and forever discharge Comtech Telecommunications Corp. (the "Company")its affiliates, its stockholders, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents and agents, representatives, administrators, attorneys, insurers and fiduciaries in their respective successors, assigns, heirs and representatives individual and/or representative capacities (each, a hereinafter collectively referred to as the "Released PartyReleasees"), individually and collectively, from any and all claims, demands, causes of action, liabilities suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, executions and demands of any kind whatsoever, which you or obligationsyour heirs, executors, administrators, successors and assigns ever had, now have or may have against the Releasees or any of them, in law, admiralty or equity, whether known or unknownunknown to you, pending for, upon, or not pendingby reason of, liquidated any matter, fact, action, omission, course or not liquidatedthing whatsoever occurring up to the date this Agreement is signed by you, including, without limitation, in connection with or in relationship to your employment or other service relationship with the Company or its affiliates, the termination of every kind any such employment or service relationship and nature whatsoever any applicable employment, compensatory or equity arrangement with the Company or its respective affiliates (collectively, such released claims are collectively referred to herein as the "Released Claims") which the Releasing Party has, has had or may have against any one or more of ); provided that the Released Parties arising out ofClaims shall not include any claims to enforce your rights under, based upon or in any wayand you shall retain the right to bring claims with respect to, directly or indirectly(i) this Agreement, related to (ii) benefits under the Company's businessdirectors' and officers' liability insurance policies, my employment with (iii) indemnification to the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon: (a) extent provided under 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”) charter 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 Partieslaws, 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 (civ) any and all rights the undersigned may have benefits due to vested or accrued benefits or entitlements under and you in accordance with the provisions of any applicable plan, agreement, program, award, policy Company employee benefit plan 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]COBRA.

Appears in 1 contract

Samples: Letter Agreement (Sirius Satellite Radio 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) upon the Company's ’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 18, 2007 (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 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: Control Agreement (Comtech Telecommunications Corp /De/)

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 Employee hereby fully, finally, and valuable considerationcompletely releases Employer, the receipt and adequacy of which is hereby acknowledgedits predecessors, I, for myself and my successors, assignssubsidiaries, heirs stockholders and representatives (each, a "Releasing Party"), hereby release affiliates and forever discharge Comtech Telecommunications Corp. (the "Company"), its stockholders, officers, directors, managers, control persons, employees, agents and agents, attorneys, representatives and their respective successorsassigns of any of them (collectively, assigns, heirs and representatives (each, a "the “Released Party"Parties”), individually of and collectively, from any and all liabilities, claims, actions, losses, expenses, demands, costs, fees, damages and/or causes of action, liabilities of whatever kind or obligationscharacter, whether now known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever unknown (collectively, “Claims”), arising from, relating to, or in any way connected with any facts or events occurring on or before the "Released Claims") which the Releasing Party hasexecution of this Release, has had or that he may have against Employer or any one or more of the Released Parties Parties, including, but not limited to any such Claims arising out of, based upon of or in any way, directly or indirectly, way related to the Company's business, my Employee’s employment with the Company Employer, or any affiliate thereof, or the termination of such employment; provided, howeverincluding but not limited to, 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 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 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, lawany breach of contract, ordinanceany wrongful termination, regulation or order other tort or cause of action. Employee confirms that this Release was neither procured by fraud nor signed under duress or coercion. Further, Employee waives and releases Employer from any Claims that this Release was procured by fraud or signed under duress or coercion so as to make the same Release not binding. Employee understands and agrees that by signing this Release, he is giving up the right to pursue any legal Claims released herein that he may be amended currently have against the Employer or supplemented from time to timeany Released Parties, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damageswhether or not he is aware of such Claims, and damages on account of specifically agrees and covenants not to bring any alleged personal, physical or emotional injury, and (c) all claims legal action for attorneys' fees and costsany Claims released herein. I agree The only Claims that I am voluntarily executing are excluded from 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 Release are Claims arising after the date I sign of this General Release or my rights with respect to CIC PaymentsRelease, if any, payable to me pursuant including any future Claims relating to the CIC AgreementEmployer’s performance of its obligations hereunder and any Claims that cannot be waived by law; Employee does waive, however, his right to any monetary recovery if any governmental agency pursues any claims on his behalf. This Release shall not release any claim or cause of action arising after the date of this Release by or on behalf of the Employee for (a) any payment or other benefit that is required under this Agreement or, subject to any conditions contained therein, the terms of any employee benefit plan covering Employee or (b) I have a breach of this Agreement by 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]Employer.

Appears in 1 contract

Samples: Separation and Release Agreement (Tetra Technologies Inc)

General Release. For good (a) Subject to, and valuable considerationeffective as of, the receipt Effective Time, Holder, on behalf of himself, herself or itself and adequacy each of which is hereby acknowledgedhis, Iher or its directors, for myself and my managers, partners, securityholders, officers, successors, assignsheirs, heirs assigns or controlled Affiliates (but only to the extent, if any, that it has the right, power and representatives authority to do so) (each, a "Releasing Party"“Releasor”), hereby release irrevocably and unconditionally releases and forever discharge Comtech Telecommunications Corp. (discharges the "Surviving Entity, Company"), its stockholdersParent, Merger Sub and their respective employees, directors, officers, directorsmanagers, employeesmembers, agents and securityholders, attorneys, and their respective successorsrepresentatives, assignspredecessors, heirs and representatives successors or assigns (eachcollectively, a "the “Released Party"Parties”), individually and collectively, from any and all claims, suits, demands, causes of actionaction and Liabilities, liabilities of whatever kind or obligationsnature, in law or in 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 or not liquidated, 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, at any one or more of time up to and including the Released Parties Effective Time (including under any Terminated Agreements) relating to, arising out of, based upon of or in any way, directly or indirectly, related to connection with Holder’s relationship with the Company's business, my employment with including as a result of Holder’s status as a Company Stockholder (the Company or the termination of such employment“Released Matters”); provided, however, that this General Release Released Matters shall have no effect whatsoever upon: not include any rights available to Holder (aor the Representative acting on Holder’s behalf) arising under or with respect to (i) the Company's obligationsMerger Agreement, if anythis Agreement, or any Holder Agreements, including the right to pay CIC Payments receive the applicable consideration pursuant to the Change terms of the Merger Agreement, (ii) if Holder is a current or former director or officer of the Company, the applicable indemnification provisions (if any) of the Charter Documents or any existing indemnification agreements between Holder and the Company that are disclosed on the Disclosure Schedules and rights with respect to any applicable directors’ and officer’s liability insurance (including the Tail Policy), (iii) if Holder is an employee of the Company, any claim for unpaid wages, base salary, bonuses, commissions, reimbursable out-of-pocket expenses, and other employment-related benefits that have accrued and are due and payable in Control Agreement the ordinary course of business; (iv) any commercial Contract by and between Holder, on the undersigned one hand, and the Company, dated [Date] on the other hand; or (the “CIC Agreement”v) or the rights of the undersigned to enforce such obligations; (b) Fraud by any and all obligations of the Released Parties to defend, indemnify, hold harmless or reimburse the undersigned under the Indemnification Agreement between the Company and the undersigned, and/or under applicable law and/or under the respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, for acts or omissions in the undersigned’s capacity 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: Support Agreement (Hitchcock Jeremy P.)

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