Common use of General Release Clause in Contracts

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 5 contracts

Samples: Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, Inc.), Senior Officer Employment Agreement (TRI Pointe Homes, LLC)

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General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Employment Agreement, dated as of September 24June __, 20102014, between the Company Xxxxxx Pacific Properties, Inc., Xxxxxx Pacific Properties, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 5 contracts

Samples: Employment Agreement (Hudson Pacific Properties, Inc.), Employment Agreement (Hudson Pacific Properties, Inc.), Employment Agreement (Hudson Pacific Properties, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Amended and Restated Employment Agreement, dated as of September 24January 1, 20102014, between the Company among American Assets Trust, Inc., American Assets Trust, L.P. 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 Restricted Stock Award Agreements (as defined in the Company or its affiliatesEmployment Agreement), (iii) with respect to Section 2(b)(vi) or 6 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expensesexpenses pursuant to the Indemnification Agreement (as defined in the Employment Agreement), arising under (vi) for unemployment compensation or any indemnification agreement between state disability insurance benefits pursuant to the undersigned and the Company terms of applicable state law, or (vii) for workers’ compensation insurance benefits under the bylaws, certificate terms of incorporation of other similar governing document any worker’s compensation insurance policy or fund of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 4 contracts

Samples: Employment Agreement (American Assets Trust, Inc.), Employment Agreement (American Assets Trust, Inc.), Employment Agreement (American Assets Trust, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(b) or Section 9 4(c) of that certain Fourth Amended and Restated Employment Agreement, dated as of September 24August 29, 20102022, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” ​ ​ THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY XXXXXX ADVISED AS FOLLOWS:

Appears in 4 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable considerationIn exchange for the payments and benefits set forth above in Section 1, the receipt and adequacy of which are Employee hereby acknowledged, the undersigned does hereby release releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of TRI Pointe Homesits parents, Inc.subsidiaries, a Delaware corporation (the “Company”)affiliates, predecessors, successors and each of its partners, subsidiaries, their associates, affiliatesowners, successorsstockholders, heirsmembers, assigns, employees, agents, directors, officers, employeespartners, representatives, lawyersadministrators, plans, plan administrators, insurers, lawyers, and all persons acting by, through, under under, or in concert with them, or any of them, (collectively the “Releasees”) of and from any and all manner of action or actions, cause causes or causes of action, complaints, grievances, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costscosts or expenses, obligations, injuries, attorneys’ fees or expensesfees, and other legal responsibilities of any nature whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected, latent, fixed or contingent (hereinafter called “Claims”), which the undersigned Employee now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any of them, arising out of, based upon, facts or relating causes occurring or existing prior to the undersigned’s employment or services with the Company or the termination of such employment or servicesdate hereof, except as expressly provided belowherein. The Claims released herein hereunder include, without limiting the generality of the foregoinglimitation, any alleged breach of any employment agreement; any alleged breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; any alleged torts or other alleged legal restrictions on Releasees’ right relating to terminate the Employee’s employment of and the undersignedtermination thereof; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, and the California Labor Code. Notwithstanding the foregoing, this general release (the “Release”) This Release shall not operate apply to release any rights or Claims of the undersigned (i) the Employee’s right to payments or receive the benefits under Section 7, Section 8 or Section 9 of that certain Employment provided for in this Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) retirement and/or employee welfare benefits that have vested and accrued prior to payments his or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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 her separation from employment with the Company, or (iviii) rights to any Claims, including claims for indemnification and/or advancement that Employee may have under the Company’s Articles of expenses, arising under any indemnification agreement between the undersigned and the Company Incorporation or By-laws or under the bylaws, certificate of incorporation of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORapplicable law.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 3 contracts

Samples: Severance Agreement (Advanced Medical Optics Inc), Severance Agreement (Advanced Medical Optics Inc), Severance Agreement (Advanced Medical Optics Inc)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 3 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 3 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Employment Agreement, dated date as of September 24January 27, 20102017, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 3 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable considerationEmployee, the receipt on behalf of himself and adequacy of which are his successors, hereby acknowledged, the undersigned does hereby release releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), its successors and each of its partners, subsidiaries, their associates, affiliatesowners, successors, heirsstockholders, assigns, employees, agents, directors, officers, employees, representatives, lawyers, insurers, partners and representatives and all persons acting by, through, under under, or in concert with them, or any of them, (collectively the “Releasees”) of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called each referred to as a “Claim” and, collectively, the “Claims”), which the undersigned he now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any of them, arising out of, based upon, facts occurring or relating existing prior to the undersigned’s employment or services with the Company or the termination of such employment or servicesdate hereof, except as may be expressly provided belowherein. The Claims released herein hereunder include, without limiting the generality of the foregoinglimitation, any alleged breach of any employment agreement; any alleged breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; any alleged torts or other alleged legal restrictions on Releasees’ right relating to terminate the Employee’s employment of and the undersignedtermination thereof; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In in Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Executive Agreement, Executive Agreement (Conceptus Inc)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Amended and Restated Employment Agreement, dated date as of September 24January 27, 20102017, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For and in consideration of the payments described in Paragraph 2, above, to which Executive is not otherwise entitled, and for other good and valuable consideration: (a) Executive hereby voluntarily, the receipt knowingly and adequacy of which are hereby acknowledgedwillingly releases, the undersigned does hereby release acquits and forever discharge the “Releasees” hereunderdischarges Company including, consisting without limitation, each of TRI Pointe Homesits former, Inc.current and future agents, a Delaware corporation (the “Company”)executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, assigns, owners and servants and each of its partnersCompany’s former, current and future parents, subsidiaries, associatesdivisions, affiliates, predecessors, successors and assigns and all of their current, former and future agents, executives, officers, directors, shareholders, investors, joint venturers, attorneys, representatives, predecessors, successors, heirs, assigns, agentsowners and servants, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, expenses of any kind or nature whatsoever, whether known or unknown, fixed foreseen or contingent (hereinafter called “Claims”)unforeseen, which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any employment related discrimination or harassment claims under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964Act, the Family Medical Leave Act, the Employment Retirement Income Security Act, the Washington Law Against Discrimination, the Washington Constitution, the Washington Labor Code, the Age Discrimination In Employment ActAct or under common law, the Americans With Disabilities Actwhich against any or all of them Executive ever had, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights now has or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned hereinafter may have, if anyup to and including the date of Executive’s execution of this Agreement, as including, without limitation, those arising out of or in any way related to Executive’s employment at Company or the separation of that employment. (b) It is a condition hereof, and it is Executive’s intention in the execution of the date hereof under General Release in subparagraph 3(a), above, that the same shall be effective as a bar to each and every claim specified above, and in furtherance of this intention, Executive hereby expressly waives any applicable planand all rights and benefits conferred upon Executive by Section 1542 of the California Civil Code, policyor its Washington State equivalent, practicewhich provides: (c) 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, program, contract which if known by him or agreement her must have materially affected his or her settlement with the Company, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORdebtor.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Severance Agreement (Ambassadors Group Inc), Severance Agreement (Ambassadors Group Inc)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxxx Industrial Realty, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24[ ], 20102013, between the Company Xxxxxxx Industrial Realty, Inc., Xxxxxxx Industrial Realty, L.P. 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 or its affiliatesCompany, (iii) with respect to Section 2(b)(vi) 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Rexford Industrial Realty, Inc.), Employment Agreement (Rexford Industrial Realty, Inc.)

General Release. [The language in this Release may change based on legal developments and evolving bestpractices; this form is provided as an example of what will be included in the final Release document.] This release is being executed pursuant to the Employment Agreement, effective as of October 18, 2017, between Presidio Property Trust, Inc. (the “Company”) and Xxxx X. Xxxxxxxx (the “Agreement”). For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Company and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned following Claims: (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and Claims based on any right the undersigned (may have to enforce the “Employment Company’s executory obligations under the Agreement”), ; (ii) to payments or benefits under any equity award agreement between Claims the undersigned and the Company or its affiliates, (iii) may have to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or ; (iviii) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of or other similar governing document of the Company; (iv) any Claims which cannot be waived under applicable law; (v) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (vi) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (vii) the undersigned’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other federal, state or local government agency claims of discrimination, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state or local government agency; provided, however, that the undersigned does release his or her right to secure any damages for alleged discriminatory treatment; or (viii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. US-DOCS\93731500.3 THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Presidio Property Trust, Inc.), Employment Agreement (Presidio Property Trust, Inc.)

General Release. For valuable considerationIn consideration for, among other terms, the receipt opportunity to continue the Executive’s employment and adequacy of receive the associated payments and vesting as set forth herein and to which are hereby acknowledgedthe Executive acknowledges he would not otherwise be entitled, the undersigned does hereby release Executive irrevocably and unconditionally releases and forever discharge discharges the Company and its affiliated and related entities, each of the foregoing’s respective predecessors, successors and assigns, employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, members, managers, shareholders, employees, attorneys, accountants, fiduciaries and agents of each of the foregoing in their official and personal capacities (collectively, the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company), and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and ) generally from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesdebts, losses, costs, attorneys’ fees or expenses, damages and liabilities of any nature whatsoeverevery name and nature, known or unknown, fixed that, as of the date when the Executive signs this Agreement, he has, ever had, now claims to have or contingent ever claimed to have had against any or all of the Releasees (hereinafter called “Claims”). This release includes, which without limitation, the undersigned now has complete waiver and release of all Claims: arising in connection with or may hereafter have against under the Employment Agreement or any other agreement between the Executive and any of the Releasees, ; of breach of express or any implied contract; of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the wrongful termination of such employment employment, whether in contract or servicestort; of intentional, except as provided below. The Claims released herein include, without limiting the generality reckless or negligent infliction of the foregoing, any alleged emotional distress; of breach of any express or implied contract covenant of employment, including the covenant of good faith and fair dealing; any alleged torts of interference with contractual or other alleged legal restrictions on Releasees’ right to terminate the employment advantageous relations, whether prospective or existing; of the undersigneddeceit or misrepresentation; and any alleged violation of any discrimination, harassment or retaliation under federal, state or local statute or ordinance law, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Americans with Disabilities Act, the Americans With Disabilities Act, and the California Age Discrimination in Employment Act or California’s Fair Employment and Housing Act, each as amended; under any federal, state, local or foreign statute, rule, ordinance or regulation, including, without limitation, the California Labor Code; of promissory estoppel or detrimental reliance; of violation of public policy; for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits; for fraud, slander, libel, defamation, disparagement, personal injury, negligence, compensatory or punitive damages, or any other Claim for damages or injury of any kind whatsoever; and for monetary recovery, injunctive relief, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements. Notwithstanding the foregoing, The Executive understands that this general release of Claims includes, without limitation, any and all Claims related to the Executive’s employment by the Company (including without limitation, any Claims against the “Release”Company in respect of any stock-based awards of any kind) shall and the termination of his employment, and all Claims as a stockholder or option holder arising up to and through the date that the Executive signs this Agreement. The Executive understands that this general release does not operate extend to release any rights or Claims claims that may arise out of acts or events that occur after the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment date on which the Executive signs this Agreement, dated or to Claims that cannot be released as a matter of September 24law. The Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Agreement. This release does not affect the Executive’s rights or obligations under this Agreement, 2010, between nor shall it affect the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may haveExecutive’s rights, if any, as of to indemnification by the date hereof Company pursuant to the Company’s organizational documents or under any applicable plan, policy, practice, program, contract or agreement directors’ and officers’ insurance policies. The Executive acknowledges that the Executive has been advised to consult with legal counsel and is familiar with the Companyprovisions of California Civil Code Section 1542, or (iv) to any a statute that otherwise prohibits the release of unknown 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWSwhich provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY. The Executive, being aware of said code section, agrees to expressly waive any rights that the Executive may have thereunder, as well as under any other statute or common law principles of similar effect.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Transition Agreement (MeridianLink, Inc.), Transition Agreement (MeridianLink, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Fourth Amended and Restated Employment Agreement, dated as of September 24March 31, 20102020, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesTHE PARKING REIT, Inc.INC., a Delaware Maryland corporation (the “REIT”), MVP REIT II OPERATING PARTNERSHIP, LP, a Maryland limited partnership (the “OP”, and together with the REIT, the “Company”), and each of its the Company’s partners, subsidiaries, associates, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of themthem (each in their capacity as such), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(b) of that certain Employment Agreement, dated as of September 24July 19, 20102021, by and between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliatesCompany, (iii) with respect to Section 2(b)(v) 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of or other similar governing document of the Company, (vi) to any Claims under the Contribution Agreement (as defined in the Employment Agreement) or under the Services Agreement (as defined in the Contribution Agreement), (vii) to any Claims which cannot be waived by an employee under applicable law, or (viii) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Parking REIT, Inc.), Employment Agreement (Parking REIT, Inc.)

General Release. For valuable consideration(a) As of the Closing, the receipt and adequacy Seller, on behalf of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), itself and each of its partners, subsidiaries, associates, affiliatespredecessors, successors, heirsAffiliates, assignspersonal representatives and assigns (collectively, agentsthe “Releasing Parties”), hereby irrevocably releases and forever discharges the Company and its officers, directors, officersshareholders, equity holders, employees, representativesSubsidiaries, lawyerspredecessors, insurerssuccessors and assigns (each a “Released Party” and collectively, and all persons acting bythe “Released Parties”), through, under or in concert with them, or any of them, of for and from any and all manner manners of action or actions, cause or causes, causes of action, suits, debts, dues, compensation, wages, bonuses, Liabilities, rights, costs, expenses (including, without limitation attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, of whatever kind or nature, in law or in equity, suitsknown or unknown, debtsforeseen or unforeseen, liensvested or contingent, contractsmatured or unmatured, agreementssuspected or unsuspected, promisesand whether or not concealed or hidden, liabilitywhichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Released Party by the Company and/or any of the Releasing Parties by reason of 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 including the date hereof (collectively, the “Released Matters”); provided that nothing in this paragraph will release any Released Party from any obligations under this Agreement or any other Ancillary Agreement. For the avoidance of doubt, the Released Matters shall include, without limitation, any right to recover against the Company for any indemnification claims made against or paid by the Seller pursuant to Article 10. From and after the date hereof, the Seller agrees to not (and agrees to cause the Releasing Parties not to), directly or indirectly (including, without limitation, in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other party in commencing, instituting or maintaining, any Proceeding of any kind against any of the Released Parties based upon or with respect to any Released Matter(s). (b) The Seller, on behalf of itself and each of the Releasing Parties, acknowledges that the release in Section 11.05(a) includes releases of claims of which the Seller and/or any of the Releasing Parties is presently unaware of or which the Seller and/or any of the Releasing Parties does not presently suspect to exist. The Seller, on behalf of itself and each of the Releasing Parties, agrees, represents and warrants that the Seller realizes and acknowledges that factual matters now unknown to it and/or any of the Releasing Parties may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), losses and expenses which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; are presently unknown and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actunsuspected, and the California Fair Employment Seller, on behalf of itself and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims each of the undersigned (i) to payments or benefits under Section 7Releasing Parties, Section 8 or Section 9 further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that certain Employment Agreementrealization and that the Seller, dated as on behalf of September 24, 2010, between the Company itself and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as each of the date hereof under Releasing Parties, nevertheless hereby intends to release, discharge and acquit the Released Parties from any applicable plansuch unknown causes of action, policyclaims, practicedemands, programdebts, contract controversies, damages, costs, losses and expenses arising out of or agreement with respect to the Companyclaims described in Section 11.05(a). The Seller, or (iv) to any Claims, including claims for indemnification and/or advancement on behalf of expenses, arising under any indemnification agreement between the undersigned itself and the Company or under the bylaws, certificate of incorporation of other similar governing document each of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542Releasing Parties, WHICH PROVIDES AS FOLLOWSfurther acknowledges that such Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEgeneral 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 DEBTORwhich if known by him or her must have materially affected his or her settlement with the debtor.” THE UNDERSIGNEDThe Seller, BEING AWARE OF SAID CODE SECTIONon behalf of itself and each of the Releasing Parties, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERhereby expressly waives and relinquishes all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to such Seller’s release of any unknown or unsuspected claims herein. The Seller, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACTon behalf of itself and each of the Releasing Parties, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:acknowledges that the inclusion of unknown and unsuspected claims was separately bargained for and was a key element of this Agreement. (c) The Seller shall indemnify and hold the Released Parties harmless from and against all Damages arising from or in connection with the assertion by any of the Releasing Parties of any claim based upon or with respect to any Released Matter(s) or the breach by any of the Releasing Parties of any of the covenants set forth in this Section 11.05.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Upland Software, Inc.)

General Release. For valuable considerationEmployee covenants and agrees that Employee hereby irrevocably and unconditionally releases, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release acquits and forever discharge discharges Lowe’s, as well as each of Lowe’s officers, directors, employees, parents, subsidiaries, or related entities and agents (Lowe’s and Lowe’s officers, directors, employees, subsidiaries and agents being collectively referred to herein as the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actionscharges, cause or causes of actioncomplaints, in law or in equityclaims, suitsliabilities, obligations, promises, demands, costs, losses, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ and expenses (including attorney fees or expensesand costs actually incurred), of any nature whatsoever, known in law or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of themequity, arising out of, based upon, or relating to the undersignedof Employee’s employment or services with the Company Lowe’s or the termination of such Employee’s employment or serviceswith Lowe’s (other than any claim arising out of the breach by Lowe’s of the terms of this Agreement), except as provided below. The Claims released herein includeincluding, without limiting the generality of the foregoinglimitation, all claims asserted or that could be asserted by Employee against Lowe’s in any alleged breach of litigation arising in federal, state, or municipal court asserting any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and claim arising from any alleged violation by the Releasees of any federal, state state, or local statute statutes, ordinances, or ordinance common law, including, without limitationbut not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Equal Pay Act, the Americans With with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family and Medical Leave Act, the California Fair Employment Civil Rights Act of 1866, the Xxxx-Xxxxx Act, the Xxxxxxxx-Xxxxx Act, and Housing Actany other employment discrimination laws, as well as any other claims based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on theories of retaliation, wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, intentional and/or negligent infliction of emotional distress, or defamation (“Claim” or “Claims”), which Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee had, owned, or held, or claimed to have, own or hold at any time before execution of this Agreement, against any or all of the Releasees. Notwithstanding the foregoing, this general release (the “Release”) shall however, Employee specifically does not operate to release any rights right to or Claims claim for payment of the undersigned (i) to payments any and all vested and nonforfeitable benefits, payments, or benefits under Section 7stock rights, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may haveincluding all rights, if any, as of under the date hereof under any applicable planLowe’s 401(k) Plan, policyXxxx’x Companies Benefit Restoration Plan, practiceXxxx’x Companies Cash Deferral Plan, programXxxx’x Companies Employee Stock Ownership Plan or Xxxx’x Companies Employee Stock Purchase Plan - Stock Options for Everyone, contract or agreement and, further, no release is given with the Company, or (iv) respect 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORclaim upon which a whistleblower award may be based.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Release and Separation Agreement (Lowes Companies Inc), Retention Agreement (Lowes Companies Inc)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxxx Industrial Realty, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24, 20102013, between the Company Xxxxxxx Industrial Realty, Inc., Xxxxxxx Industrial Realty, L.P. 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 or its affiliatesCompany, (iii) with respect to Section 2(b)(vi) 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Rexford Industrial Realty, Inc.), Employment Agreement (Rexford Industrial Realty, Inc.)

General Release. For valuable consideration(a) The Executive, on behalf of the receipt Executive and adequacy anyone claiming through the Executive, hereby agrees not to xxx the Company or any division, subsidiary, affiliate or other related entity of which are hereby acknowledgedthe Company (whether or not such entity is wholly owned) or any of the past, present or future directors, officers, administrators, trustees, fiduciaries, employees, agents, attorneys or shareholders of the undersigned does hereby release and forever discharge Company or any of such other entities, or the predecessors, successors or assigns of any of them (hereinafter referred to as the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “CompanyReleased Parties”), and each of its partnersagrees to release and discharge, subsidiariesfully, associatesfinally and forever, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and the Released Parties from any and all manner of action or actionsclaims, cause or causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands of any nature whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, both known or and unknown, fixed asserted or contingent (hereinafter called “Claims”)not asserted, foreseen or unforeseen, which the undersigned now has Executive ever had or may hereafter presently have against the Releasees, or any of themthe Released Parties arising from the beginning of time up to and including the effective date of this Release and Noncompetition Agreement, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII all matters in any way related to the Executive’s employment by the Company or any of its affiliates, the terms and conditions thereof, any failure to promote the Executive and the termination or cessation of the Executive’s employment with the Company or any of its affiliates, and including, without limitation, any and all claims arising under the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination In in Employment Act, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, each as may be amended from time to time, or any other federal, state, local or foreign statute, regulation, ordinance or order, or pursuant to any common law doctrine; provided, however, that nothing contained in this Release and Noncompetition Agreement shall apply to, or release the California Fair Employment and Housing Act. Notwithstanding the foregoingCompany from, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 any obligation of that certain Employment Agreement, dated as of September 24, 2010, between the Company and contained in the undersigned (the “Employment Agreement”), Agreement or (ii) any vested or accrued benefits pursuant to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable employee benefit plan, policy, practice, program, contract program or agreement with the Company, or (iv) 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 of other similar governing document policy of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542The consideration offered in the Agreement is accepted by the Executive as being in full accord, 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 RELEASEsatisfaction, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORcompromise and settlement of any and all claims or potential claims, and the Executive expressly agrees that the Executive is not entitled to, and shall not receive, any further recovery of any kind from the Company or any of the other Released Parties, and that in the event of any further proceedings whatsoever based upon any matter released herein, neither the Company nor any of the other Released Parties shall have any further monetary or other obligation of any kind to the Executive, including any obligation for any costs, expenses or attorneys’ fees incurred by or on behalf of the Executive. The Executive agrees that the Executive has no present or future right to employment with the Company or any of the other Released Parties.” THE UNDERSIGNED (b) The Executive expressly represents and warrants that the Executive is the sole owner of the actual and alleged claims, BEING AWARE OF SAID CODE SECTIONdemands, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERrights, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACTcauses of action and other matters that are released herein; that the same have not been transferred or assigned or caused to be transferred or assigned to any other person, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990firm, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:corporation or other legal entity; and that the Executive has the full right and power to grant, execute and deliver the general release, undertakings and agreements contained herein.

Appears in 2 contracts

Samples: Severance Agreement (Federal Mogul Corp), Severance Agreement (Federal Mogul Corp)

General Release. For valuable considerationIn consideration for the promises herein, the receipt Xx. Xxxxx agrees to release, remise and adequacy of which are hereby acknowledgedforever discharge, the undersigned does hereby release and by these presents does, for himself, his heirs, executors, administrators and assigns (collectively referred to hereafter as "Releasors"), release, remise and forever discharge each of the “Releasees” hereunderCompany, consisting of TRI Pointe Homesits past and present and future parent and affiliate corporations, Inc., a Delaware corporation (the “Company”)partnerships and other entities, and each of its partnerstheir past and present and future divisions, subsidiariessubsidiaries and related companies, associatespartnerships and other entities, affiliates, successors, heirs, and their successors and assigns, agents, and the directors, officers, employees, representativesshareholders, lawyersagents, insurerspartners, advisors and representatives of each of them, personally and as directors, officers, employees, shareholders, agents, partners, advisors and representatives and all persons acting by, through, under or in concert with them, or any benefit plans of themthe Company and the administrators of same (collectively referred to hereafter as the "Releasees"), of and from any and all manner of action or and actions, cause or causes and causes of action, sums of money, covenants, contracts, controversies, agreements, promises, damages, claims and demands whatsoever, in law or in equity, suitswhich Releasors ever had, debtsmay have had, liensnow have or which they hereinafter can, contractsshall or may have, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed asserted or contingent (hereinafter called “Claims”)unasserted, suspected or unsuspected, as a result of any act or omission which has occurred at any time up to and including the undersigned now has date of Xx. Xxxxx'x execution of this Agreement, including without limitation, claims, demands and causes of action under federal, state or may hereafter have against the Releaseeslocal law or regulation, including without limitation, any rights to bring any demands, complaints, causes of action, claims and charges in any forum, judicial, administrative or any of themquasi-judicial, arising out of, based uponinvolving or related to any employment agreement, or relating to the undersigned’s employment other contract, side-letter, resolution, promise, policy or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach understanding of any kind, whether written or oral or express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ implied, the right to terminate the employment bring any demands, complaints, causes of the undersigned; actions, claims and any alleged violation of charges arising under any federal, state or local statute human or ordinance includingcivil rights, wage, labor or employment law and/or regulation, including without limitation, the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. Sec. 626, the Older Workers' Benefit Protection Act ("OWBPA"), 29 U.S.C. Sec. 626(f)(1), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sec. 1983, Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, 29 U.S.C. Sec. 1001, et seq., the Age Discrimination In Employment ActRehabilitation Act of 1973, the Americans With with Disabilities ActAct ("ADA"), 42 U.S.C. Sec. 12011, et. seq., the Family and Medical Leave Act ("FMLA"), and the California Fair Employment right to bring demands, complaints, causes of action, grievances, claims and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits charges under any equity award agreement between the undersigned and the Company other federal, state or its affiliateslocal law, (iii) to accrued statute, regulation 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, or (iv) to any Claimsdecision, including laws that prohibit discrimination on the basis of sex or age or disability or any claims for indemnification and/or advancement invasion of expensesprivacy, arising under infliction of emotional distress, assault, misrepresentation, battery or other common law claims, and any indemnification agreement between the undersigned claims, demands or causes of action for injunctive and the Company or under the bylawsdeclaratory relief, certificate breach of incorporation contract, wrongful discharge, compensation for lost wages and benefits, emotional distress, compensatory and punitive damages and costs including attorneys' fees, expenses and costs of litigation, and such other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORand additional relief as may be appropriate.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: General Release and Covenant Not to Sue (Hanover Direct Inc), General Release and Covenant Not to Sue (Hanover Direct Inc)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Third Amended and Restated Employment Agreement, dated as of September 24March 31, 20102020, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesCarLotz, Inc., a Delaware corporation (the “Company”), and each of its partnersthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, employees, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this general release General Release of Claims (the “Release”) shall not operate to release any rights or Claims of which the undersigned may have to (ia) to payments or benefits under Section 7, Section 8 or Section 9 4 of that certain Employment Agreementthe undersigned’s employment agreement with the Company, dated as of September 24Xxxxx 00, 2010, between the Company and the undersigned 0000 (the “Employment Agreement”), (iix) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof hereof, under any applicable Company employee benefit plan, policy, practice, program, contract or agreement with the Company, or (ivc) rights to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or its subsidiaries, (d) payments or benefits under any agreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be released by the undersigned as a matter of law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

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

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Employment Agreement, dated as of September 24March 2, 20102021, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. Release For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesOscar Health, Inc., a Delaware corporation (“Holdings”) and Oscar Management Corporation (together with Holdings, the “Company”), and each of its the Company’s partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment ActAct (“ADEA”), the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Oscar Health, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Amended and Restated Employment Agreement, dated as of September 24January 1, 20102016, between the Company Xxxxxx Pacific Properties, Inc., Xxxxxx Pacific Properties, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” LA\2082081.6 THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Hudson Pacific Properties, L.P.)

General Release. Release For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesOscar Health, Inc., a Delaware corporation (“Holdings”) and Oscar Management Corporation (together with Holdings, the “Company”), and each of its the Company’s partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment ActAct (“ADEA”), and the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Oscar Health, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc.Equity Media Holdings Corporation, a Delaware corporation (the “Company”), and each of its affiliates and subsidiaries, and each of their present and former partners, subsidiaries, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, employees, shareholders, representatives, lawyers, lenders, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the undersigned’s employment by the Releasees, or any of them, or the termination thereof; including, without limitation, any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, Separation pay or other benefits; any claim for benefits under any stock option, restricted stock or other equity-based incentive plan of the Releasees, or any of them (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ any Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Age Discrimination In in Employment Act (including the Older Workers’ Benefit Protection Act), the Equal Pay Act, the Family and Medical Leave Act, the Americans With with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Arkansas Civil Rights Act,1 each as amended, and any and all claims under the California Fair Employment and Housing Actlaws of any state, county, municipality, or other governmental subdivision of the United States or any state, including but not limited to the State of Arkansas. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims of which the undersigned (i) may have to payments or benefits under Section 7, Section 8 or Section 9 3 of that certain Employment Separation Agreement, dated as of September 24June _, 20102008, between the Company Company, Retro Programming Services, Inc. and the undersigned (the “Employment Separation Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliateswhich this Release is attached, (iii) 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, or (iv) 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 bylawsRTN Transfer Agreement, certificate of incorporation of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTOption Agreement or Consulting Agreement or Indemnification Agreement referenced therein. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Equity Media Holdings CORP)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxxx Industrial Realty, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated effective as of September 24November 25, 20102014, between the Company Xxxxxxx Industrial Realty, Inc., Xxxxxxx Industrial Realty, L.P. 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 or its affiliatesCompany, (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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF | KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Rexford Industrial Realty, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24, 2010, between the Company American Assets Trust, Inc., American Assets Trust, L.P. 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 Restricted Stock Award Agreements (as defined in the Company or its affiliatesEmployment Agreement), (iii) with respect to Section 2(b)(vi) or 6 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24January , 20102011, between the Company American Assets Trust, Inc., American Assets Trust, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. For valuable considerationa. As a material inducement to BakBone to enter into this Agreement, the receipt Xxxxxxx, on behalf of himself and adequacy of which are hereby acknowledgedhis heirs, the undersigned executors, administrators, successors and assigns, does hereby release irrevocably and unconditionally release, acquit and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”)BakBone, and each of its partnersdivisions, subsidiaries, associatesaffiliates and all owners, affiliatesstockholders, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyersand attorneys, insurers, and all persons acting by, through, under or in concert with them, BakBone or any of themparent, of and subsidiary or related entity, from any and all manner of action or charges, complaints, grievances, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsrights, demands, damagescosts, losses, costs, debts and expenses (including attorneys’ fees or expensesand costs actually incurred), of any nature whatsoever, known or unknown, fixed suspected or contingent unsuspected, joint or several, which Xxxxxxx has had or may hereafter claim to have had, against BakBone by reason of any matter, act, omission, cause or event whatever from the beginning of time to the Resignation Date (hereinafter called “Claims”); other than those obligations set forth in this Agreement. This release and waiver of Claims specifically includes, but without limiting the foregoing general terms, the following: (1) all Claims arising from or relating in any way to any act or failure to act by any employee of BakBone, (2) all Claims arising from or relating in any way to the employment relationship of Xxxxxxx with BakBone and/or the termination thereof, including any claims which have been asserted or could have been asserted against BakBone, together with (3) any and all Claims which might have been asserted by Xxxxxxx in any suit, claim, or charge, for or on account of any matter or things whatsoever that has occurred up to and including the undersigned now has or may hereafter have against the Releaseesdate of this Agreement, under any and all laws, statutes, orders, regulations, or any other claim of themright(s), arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, including without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Actas amended, the Americans With Disabilities ActCalifornia Labor Code, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release or any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, Claim in contract or agreement with the Company, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORtort.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation and Consulting Agreement (Bakbone Software Inc)

General Release. For In exchange for the benefits set forth in Section 3 above, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby Employee agrees unconditionally and forever to release and forever discharge the “Releasees” hereunderCompany and its affiliated, consisting of TRI Pointe Homesrelated, Inc.parent and subsidiary corporations, a Delaware corporation (the “Company”), as well as its past and each of its partnerspresent parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint ventures, predecessors, successors, heirs, assigns, agentsinsurers, directorsowners, employees, officers, employees, representatives, lawyers, insurers, directors and all persons acting by, through, under under, or in concert with them, or any of them, of and them (hereinafter the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesrights, losses, costs, attorneys’ fees or expenses, damages of any kind or nature whatsoeverwhich he may now have, or ever have, whether known or unknown, fixed or contingent contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), which the undersigned that Employee now has or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach Releasees by reason of any express and all acts, omissions, events or implied contract facts occurring or existing prior to Employee’s execution of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federalthis release, state or local statute or ordinance including, without limitation, Claims related to any expense reimbursement and claims related to equity of the Company. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx- Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the date hereof under California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; and any applicable planfederal, policy, practice, program, contract state or agreement with the Company, or (iv) to any Claims, including claims for indemnification and/or advancement local laws of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOReffect.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Transition and Release Agreement (Berkeley Lights, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Fourth Amended and Restated Employment Agreement, dated as of September 24March 31, 20102021, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the "Releasees" hereunder, consisting of TRI Pointe HomesTHE PARKING REIT, Inc.INC., a Maryland corporation (the "REIT"), MVP REIT II OPERATING PARTNERSHIP, LP, a Delaware corporation limited partnership (the "OP", and together with the REIT, the "Company"), and each of its the Company's partners, subsidiaries, associates, affiliates, predecessors, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of themthem (each in their capacity as such), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys' fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called "Claims"), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees' right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the "Release") shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(b) of that certain Employment Agreement, dated as of September 24March 29 , 20102019, by and between the Company and the undersigned (the "Employment Agreement"), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliatesCompany, (iii) with respect to Section 2(b)(v) 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of or other similar governing document of the Company, (vi) to any Claims under the Contribution Agreement (as defined in the Employment Agreement) or under the Services Agreement (as defined in the Contribution Agreement), (vii) to any Claims which cannot be waived by an employee under applicable law, or (viii) with respect to the undersigned's right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Parking REIT, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Amended and Restated Employment Agreement, dated as of September 24January 1, 20102016, between the Company Xxxxxx Pacific Properties, Inc., Xxxxxx Pacific Properties, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” LA\2082089.3 THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Hudson Pacific Properties, L.P.)

General Release. For valuable considerationExcepting only their respective rights to enforce the terms of this Agreement, each of the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release Investors fully and forever discharge releases, remises and fully discharges the “Releasees” hereunderCompany and its agents, consisting of TRI Pointe Homesemployees, Inc.predecessors, a Delaware corporation (the “Company”), and each of its partnersrepresentatives, subsidiaries, associates, affiliates, successorsparents, heirsdivisions, assignsowners, agentsofficers, directors, officersattorneys, employees, representatives, lawyers, insurers, successors and assigns from and against all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or proceedings, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claimsclaims for relief, demands, rights, titles, interests, damages, losses, costs, expenses, disbursements (including attorneys’ fees or expensesfees), obligations, liabilities and other claims of any every nature whatsoever, known made or unknownasserted, fixed known, unknown or contingent (hereinafter called “Claims”)suspect as of the date of this Agreement, which the undersigned now has or may hereafter have against the Releaseesincluding, or but not limited to, any of them, and all claims arising out of, based upon, of or relating to the undersigned’s employment Term Sheet dated November 30, 2009, and covenants not to xxx or services with otherwise initiate or cause to be instituted or in any way participate in any proceedings or actions concerning any such matters. It is expressly agreed that the claims released pursuant to this Section 10 include all claims against individual employees and officers of the Company whether or not such employees were acting within the termination course or scope of such employment or services, except as provided belowtheir employment. The Claims released herein include, without limiting the generality Section 1542 of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the California Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated Code provides as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWSfollows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE A 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.” THE UNDERSIGNEDEach Investor hereby expressly, BEING AWARE OF SAID CODE SECTIONknowingly and voluntarily waives and relinquishes all rights and benefits afforded by Section 1542 or any analogous state or federal law or regulation, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERand in so doing, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:understands and acknowledges the significance and consequence of such specific waiver.

Appears in 1 contract

Samples: Stock Purchase Agreement (Titan Pharmaceuticals Inc)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Third Amended and Restated Employment Agreement, dated as of September 24, 2010___________, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24__________, 2010, between the Company American Assets Trust, Inc., American Assets Trust, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Employment Agreement, dated as of September 24January 1, 20102016, between the Company Xxxxxx Pacific Properties, Inc., Xxxxxx Pacific Properties, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” LA\4338757.3 THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Hudson Pacific Properties, L.P.)

General Release. For valuable considerationExcept as to such rights or claims as may be created by this Agreement, the receipt Employee and adequacy of which are hereby acknowledgedEmployee’s respective heirs, the undersigned does administrators, successors in interest, assigns and agents, hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Company and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentscurrent and former officers, directors, officersshareholders, employees, representatives, lawyersattorneys, agents, members, trustees, administrators, owners, partners, insurers, fiduciaries, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and all persons acting bysuccessors in interest, throughjointly and severally (referred to collectively hereafter as the “Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, liabilities, suits, causes of action, in law or in equitycharges, suitscomplaints, debtsobligations, lienscosts, contracts, agreements, promises, liability, claims, demandslosses, damages, lossesinjuries, costspenalties, interest, attorneys’ fees or expensesfees, and other legal responsibilities, of any nature form whatsoever, whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called referred to collectively hereafter as “Claim” or “Claims”), which Employee has at any time owned or held up to and including the undersigned now has or may hereafter have against date Employee signs this Agreement (including during the ReleaseesRevocation Period (as defined below)), or any of themincluding, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, and without limiting the generality of the foregoing, any alleged breach and all Claims arising out of, connected with, or relating to: (1) Employee’s employment with the Company or the termination of that employment; (2) any act or omission by or on the part of any express or implied contract of employmentthe Releasees; (3) any alleged torts violation of California Labor Code, applicable California Wage Order, Fair Labor Standards Act or other alleged legal restrictions on Releasees’ right to terminate the employment of Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (4) any Claim arising under the undersignedLabor Code Private Attorneys General Act (PAGA), Labor Code §§ 2699, et seq.; and (5) any alleged federal, state or local law regulating compensation, salaries, wages, meal periods, rest periods, itemized wage statements, pay stubs or payroll records, hours, bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, penalties, interest or damages; (6) any Claim for violation of any federal, state or local statute law or ordinance includingregulation prohibiting discrimination, without limitationharassment or retaliation of any kind; (7) breach of any express or implied employment contract or agreement, Title VII wrongful discharge, breach of the Civil Rights implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, fraud, misrepresentation, defamation, trespass, conversion, interference with prospective economic advantage, and invasion of privacy; and (8) any Claim for attorneys’ fees, costs or expenses. The foregoing general release does not apply to any Claim that cannot be released as a matter of law. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee agrees that the release provided by this Agreement applies to any Claims brought by any person or agency on behalf of Employee or any class action, representative action or collective action pursuant to which Employee may have any right or benefit. Employee agrees not to participate in any class action, representative action or collective action that may include or encompass any of the Claims released by this Agreement. With respect to any Claims released by this Agreement, Employee further agrees not to accept any recovery or benefit that may be obtained on Employee’s behalf by any other person or agency or in any class action, representative action or collective action, and does hereby assign any such recovery or benefit to the Company. In addition, Employee agrees that in the event Employee receives any notice from any claims administrator, attorney, law firm or other person purporting to represent Employee or any class or group which includes Employee, and such notice references any lawsuit or threatened lawsuit against the Company or any of the Releasees that encompasses any of the Claims released by this Agreement, Employee will promptly notify such claims administrator, attorney, law firm, or other person that Employee does not wish to participate in and specifically “opts out” of any class action, representative action or collective action against the Company or any of the Releasees. Finally, by signing this Agreement, Employee acknowledges and agrees that Employee is not an “aggrieved employee,” as that term is defined in the Labor Code Private Attorneys General Act of 1964(PAGA), with respect to any Claims released by this Agreement. Notwithstanding anything to the contrary herein, the Age Discrimination In Employment Act, the Americans With Disabilities Actforegoing release shall not cover, and the California Fair Employment and Housing Act. Notwithstanding the foregoingEmployee does not release, this general release (the “Release”) shall not operate to release any rights of Employee under this Agreement or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment AgreementEquity Award Agreements, dated as of September 24June 26, 20102017, May 10, 2018 and May 7, 2020, respectively (collectively, as the same may be amended and/or restated from time to time, the “Equity Award Agreements”), between Employee and WM Holding, or any rights of Employee as a holder of Class P Units of WM Holding under the Company Certificate of Formation or the Fourth Amended and Restated Operating Agreement of WM Holding, dated as of June 16, 2021 (as the same may be amended and/or restated from time to time, the “Amended and Restated LLC Agreement”). Employee acknowledges and agrees that Employee will own an aggregate total of 1,035,514 vested Class P Units of WM Holding as of the first day of the Advisory Services Period, and, if Employee accepts and executes this Agreement, WM Holding will permit continued vesting of the Advisory Services Units during the Advisory Services Period, so that Employee will have vested in an aggregate total of 1,314,411 vested Class P Units as of the Services Completion Date, all 1,314,411 of which shall be retained by Employee following the Services Completion Date pursuant and subject to the Equity Award Agreements, the Amended and Restated LLC Agreement and the undersigned WM Holding Third Amended and Restated Equity Incentive Plan, dated as of August 15, 2018 as may be amended, restated, supplemented, or otherwise modified from time to time (the “Employment AgreementPlan”). Except for the Advisory Services Units, (ii) Employee acknowledges that Employee forfeits all Class P Units granted to payments or benefits Employee under any equity award agreement between the undersigned Equity Award Agreement and which are unvested as of the Services Completion Date pursuant to the terms of the Equity Award Agreement, the Amended and Restated LLC Agreement and the Plan. Except as set forth in this paragraph, Employee acknowledges that Employee has no right, title or interest to any other equity, options or equivalents of Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

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

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc.American River Bankshares, a Delaware California corporation, and American River Bank, a California banking corporation (together, the “Company”), and each of its their partners, associates, parents, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, equityholders, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them; any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, and the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims of which the undersigned may have with respect to (i) to payments or benefits and other express obligations of the Company under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 2421, 20102017, between the Company and the undersigned (the “Employment Agreement”), ; (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable employee benefit plan of the Company or, with respect to any outstanding equity awards held by the undersigned, under any equity incentive plan, policystock award or option agreement, practiceas any such stock award or option agreement may be amended by the Employment Agreement, program, contract or agreement if such amendment is more favorable to the undersigned; (iii) payments and other obligations of the Company with respect to indemnification of the undersigned under the Company’s Articles of Incorporation, or (iv) and Bylaws, as each may be amended from time to any Claimstime, including claims for indemnification and/or advancement of expenses, arising and under any indemnification agreement between the undersigned Company and the Company undersigned. Additionally, notwithstanding the foregoing, the undersigned does not release the undersigned’s rights under this Release and any Claims that cannot be released as a matter of law, including, without limitation, the undersigned’s right to communicate directly with, cooperate with, or under the bylawsprovide information to, certificate of incorporation of other similar governing document of the Companyany federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American River Bankshares)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, except for rights created by that certain Separation Agreement, dated as of February 27, 2007, by and between Xxxxxxx Properties, Inc. (the undersigned “REIT”), Xxxxxxx Properties, L.P. (the “Operating Partnership,” and together with the REIT, the “Company”), and Xxxxxx X. Xxxxx (the “Executive”), the Company does hereby release and forever discharge discharge, the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Executive and each of its partners, subsidiaries, associates, affiliates, successors, heirs, his heirs and assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned REIT, the Operating Partnership or any of their subsidiaries now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach Claims in any way arising out of, based upon, or related to the employment or termination of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; Executive by the Releasees, or any of them. The Company represents and any alleged violation warrants that there has been no assignment or other transfer of any federalinterest in any Claim which it may have against Releasees, state or local statute or ordinance including, without limitation, Title VII any of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actthem, and the California Fair Employment Company agrees to indemnify and Housing Act. Notwithstanding hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the foregoing, this general release (the “Release”) shall not operate to release result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the undersigned (i) parties that this indemnity does not require payment as a condition precedent to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between recovery by the Releasees against the Company and under this indemnity. The Company agrees that if it hereafter commences any suit arising out of, based upon, or relating to any of the undersigned (Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the “Employment Agreement”)Claims released hereunder, (ii) to payments or benefits under any equity award agreement between the undersigned and 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 its affiliatesotherwise 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, (iii) or any of them, who have consistently taken the position that they have no liability whatsoever 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Maguire Properties Inc)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc.Air Lease Corporation, a Delaware corporation (the “Company”), and and, in such capacities, each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ the Company’s or a Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Nothing in this paragraph is intended to limit the undersigned’s participation in any proceeding brought by any federal, state or other governmental agency to the extent such participation is protected by law, Notwithstanding anything to the foregoingcontrary in this Release, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4.2(b) of that certain Employment Severance Agreement, dated as of September 24July 1, 20102016, between the Company Air Lease Corporation and the undersigned (the “Employment Severance Agreement”), which 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 or its affiliates, (iii) to accrued or vested benefits (including, but not limited to equity awards) the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iviii) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between rights the undersigned and has to indemnification by the Company or under the bylaws, certificate of incorporation of other similar governing document of the Companyand to directors and officers liability insurance coverage. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Severance Agreement (Air Lease Corp)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Second Amended and Restated Employment Agreement, dated as of September 24, 2010__________, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For In exchange for the valuable considerationconsideration set forth herein, the receipt and adequacy of which are hereby acknowledgedXx. Xxxxx agrees to release Cornerstone, the undersigned does hereby release and forever discharge the “Releasees” hereundertogether with its current or former officers, consisting of TRI Pointe Homesdirectors, Inc.agents, a Delaware corporation (the “Company”)owners, and each of its partnersemployees, attorneys, successors, affiliates, subsidiaries, associates, affiliates, successorssurviving entity or entities by reason of any merger or acquisition, heirs, executors, administrators, spouses, and assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or charges, complaints, claims, liabilities, obligations, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagescosts, losses, costs, attorneys’ fees or damages and expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”)including, which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoingbut in no way limited to, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, claims under Title VII of the Civil Rights Act of 1964, 1964 (Title VII); the Age Discrimination In in Employment Act (ADEA); the Americans with Disabilities Act (ADA); the Employee Retirement Income Security Act of 1974, as amended (ERISA); 42 U.S.C. §1981; the Occupational Safety and Health Act, 29 U.S.C. §651 et seq. (OSHA); the Americans With Disabilities federal False Claims Act; the Family and Medical Leave Act; the Tennessee Human Rights Act; the Tennessee Public Protection Act; any claim based on express or implied contract; any claims of promissory estoppel; any action arising in tort, including, but in no way limited to, libel, slander, defamation, intentional infliction of emotional distress, or negligence; any claim for wrongful discharge, any constitutional claims, or any claim under all laws relating to the violation of public policy, retaliation or compensation; any claims arising under employment, discrimination or whistleblower laws; or any claims under other applicable federal, state or local law, regulation, ordinance or order, at common law or otherwise arising out of their employment relationship or the termination of their employment relationship, which Xx. Xxxxx now has, owns or holds, or claims to have, own or hold, or which he at any time heretofore had, owned or held, or claimed to have, own or hold against them. It is agreed that this is a general release and the California Fair Employment and Housing Act. Notwithstanding the foregoingit is to be broadly construed as a release of all claims; provided that, this general section expressly does not include a release (the “Release”) shall of any claims that cannot operate be released hereunder by law. Xx. Xxxxx hereby acknowledges that Cornerstone has in no way interfered with his right to release take any rights or Claims of the undersigned (i) leave to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned which he may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and the Company have been entitled by law or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCornerstone policies. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORXx. Xxxxx further acknowledges that Cornerstone has allowed him to take any such leave for which he was eligible and which he requested. Xx. Xxxxx further acknowledges that he has reported any and all workplace injuries that he has incurred or suffered to date.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Cornerstone Bancshares Inc)

General Release. For valuable considerationIn consideration for, among other terms, the receipt opportunity to remain employed by the Company through the Executive’s elected resignation date of December 31, 2022 and adequacy of which are hereby acknowledgedto receive the Prorated STI Bonus and Limited Acceleration (the “Transition Benefits”), the undersigned does hereby release Executive, except as provided below, irrevocably and unconditionally releases and forever discharge discharges the Company, Parent, all of their respective affiliated and related entities, each of the foregoing’s respective predecessors, successors and assigns, employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants, fiduciaries and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company), and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and ) generally from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesdebts, losses, costs, attorneys’ fees or expenses, damages and liabilities of any nature whatsoeverevery name and nature, known or unknown, fixed that, as of the date when the Executive signs this Agreement, he has, ever had, now claims to have or contingent ever claimed to have had against any or all of the Releasees (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except . Except as provided below. The Claims released herein include, this release includes, without limiting limitation, the generality complete waiver and release of all Claims: arising in connection with or under the Employment Agreement, the Prior Agreement or any other agreement between the Executive and any of the foregoingReleasees; of breach of express or implied contract; of wrongful termination of employment, any alleged whether in contract or tort; of intentional, reckless or negligent infliction of emotional distress; of breach of any express or implied contract covenant of employment, including the covenant of good faith and fair dealing; any alleged torts of interference with contractual or other alleged legal restrictions on Releasees’ right to terminate the employment advantageous relations, whether prospective or existing; of the undersigneddeceit or misrepresentation; and any alleged violation of any discrimination or retaliation under federal, state or local statute or ordinance law, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Americans with Disabilities Act, the Americans With Disabilities Age Discrimination in Employment Act or the Massachusetts Fair Employment Practices Act, each as amended; under any federal, state, local or foreign statute, rule, ordinance or regulation; of promissory estoppel or detrimental reliance; of violation of public policy; for wages, bonuses, incentive compensation, vacation pay or any other compensation or benefits, whether under the Massachusetts Wage Act, or otherwise; for fraud, slander, libel, defamation, disparagement, personal injury, negligence, compensatory or punitive damages, or any other Claim for damages or injury of any kind whatsoever; and the California Fair Employment for monetary recovery, injunctive relief, attorneys’ fees, experts’ fees, medical fees or expenses, costs and Housing Actdisbursements. Notwithstanding the foregoingThe Executive understands that, except as provided below, this general release of Claims includes, without limitation, any and all Claims related to the Executive’s employment by the Company (including without limitation, any Claims against the “Release”Company or Parent in respect of any stock-based awards of any kind) shall and the termination of his employment, and all Claims as a stockholder or option holder arising up to and through the date that the Executive signs this Agreement. The Executive represents that he has not operate assigned to any third party and has not filed with any agency or court any Claim released by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, this general release does not include or extend to and will not preclude: (a) any rights or claims that may arise out of acts or events that occur after the date on which the Executive signs this Agreement; (b) Claims that cannot be released as a matter of law; (c) the Executive’s rights or obligations under this Agreement and any claims for breach of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 provisions of that certain Employment this Agreement, dated as of September 24, 2010, between or to enforce this Agreement; (d) the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may haveExecutive’s rights, if any, to indemnification by the Company pursuant to the Company’s By-Laws (as of amended) and other organizational documents, the Indemnification Agreement date hereof August 1, 2019, and applicable law, and coverage, if any, under applicable directors’ and officers’ insurance policies; (e) any claims or rights the Executive may have to any vested benefits or rights under any applicable planemployee benefit, policy, practice, program, contract welfare or agreement with the Company, or retirement pension plans; (ivf) to any Claims, including non-termination related claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylawsEmployee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), certificate as amended; (g) any rights and/or claims the Executive may have under the Consolidated Omnibus Budget Reconciliation Act of incorporation of other similar governing document of 1985 (“COBRA”); and (h) any rights the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORExecutive may have to exercise vested stock options.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Transition Agreement (Dynatrace, Inc.)

General Release. For In exchange for the consideration set forth in this Agreement (including the payment to Employee of the payments and benefits set forth in Section 3 hereof), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby Employee agrees unconditionally and forever to release and forever discharge the “Releasees” hereunderCompany and the Company’s affiliated, consisting of TRI Pointe Homesrelated, Inc.parent and subsidiary corporations, a Delaware corporation (the “Company”), as well as their respective past and each of its partnerspresent parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, directorsowners, employees, officers, employees, representatives, lawyers, insurers, directors and all persons acting by, through, under under, or in concert with them, or any of them, of and them (hereinafter the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesrights, losses, costs, attorneys’ fees or expenses, damages of any kind or nature whatsoeverwhich he or she may now have, or ever have, whether known or unknown, fixed or contingent contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), which the undersigned that Employee now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any facts occurring or existing prior to Employee’s execution of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowthis Agreement. The Claims released herein hereunder specifically include, without limiting the generality of the foregoingbut are not limited to, any alleged claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any express other type of assault and battery; invasion of privacy; intentional or implied contract negligent infliction of employmentemotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any alleged torts or other alleged legal restrictions on Releaseesclaim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workersright to terminate the employment Protection Benefit Act of the undersigned1990; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release Retraining Notification Act (the Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment AgreementWARN”), (ii) to payments as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; and any federal, state or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as local laws of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOReffect.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation and Release Agreement (EngageSmart, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxxx Industrial Realty, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated effective as of September 24________ ___, 20102017, between the Company Xxxxxxx Industrial Realty, Inc., Xxxxxxx Industrial Realty, L.P. 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 or its affiliatesCompany, (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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Rexford Industrial Realty, Inc.)

General Release. For valuable considerationEmployee, the receipt on behalf of himself and adequacy of which are his successors, hereby acknowledged, the undersigned does hereby release releases and forever discharge discharges the “Releasees” hereunderCompany, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), its successors and each of its partners, subsidiaries, their associates, affiliatesowners, successors, heirsstockholders, assigns, employees, agents, directors, officers, employees, representatives, lawyers, insurers, partners and representatives and all persons acting by, through, under under, or in concert with them, or any of them, (collectively the "Releasees") of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “each referred to as a "Claim" and, collectively, the "Claims"), which the undersigned he now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any of them, arising out of, based upon, facts occurring or relating existing prior to the undersigned’s employment or services with the Company or the termination of such employment or servicesdate hereof, except as may be expressly provided belowherein. The Claims released herein hereunder include, without limiting the generality of the foregoinglimitation, any alleged breach of any employment agreement; any alleged breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; any alleged torts or other alleged legal restrictions on Releasees’ right relating to terminate the Employee's employment of and the undersignedtermination thereof; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In in Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Executive Agreement (Conceptus Inc)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxxx Industrial Realty, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated effective as of September 24________ ___, 20102020, between the Company Xxxxxxx Industrial Realty, Inc., Xxxxxxx Industrial Realty, L.P. 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 or its affiliatesCompany, (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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Rexford Industrial Realty, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc.Air Lease Corporation, a Delaware corporation (the “Company”), and and, in such capacities, each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ the Company’s or a Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Nothing in this paragraph is intended to limit the undersigned’s participation in any proceeding brought by any federal, state or other governmental agency to the extent such participation is protected by law, Notwithstanding anything to the foregoingcontrary in this Release, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4.2(b) of that certain Employment Severance Agreement, dated as of September 24July 1, 20102016, between the Company Air Lease Corporation and the undersigned (the “Employment Severance Agreement”), which 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 or its affiliates, (iii) to accrued or vested benefits (including, but not limited to equity awards) the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iviii) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between rights the undersigned and has to indemnification by the Company or under the bylaws, certificate of incorporation of other similar governing document of the Companyand to directors and officers liability insurance coverage. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING BENG AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Severance Agreement (Air Lease Corp)

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General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For In exchange for the consideration set forth in this Agreement (including the payment to Employee of the payments and benefits set forth in Section 3 hereof), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby Employee agrees unconditionally and forever to release and forever discharge the “Releasees” hereunderCompany and the Company’s affiliated, consisting of TRI Pointe Homesrelated, Inc.parent and subsidiary corporations, a Delaware corporation (the “Company”), as well as their respective past and each of its partnerspresent parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, directorsowners, employees, officers, employees, representatives, lawyers, insurers, directors and all persons acting by, through, under under, or in concert with them, or any of them, of and them (hereinafter the “Releasees”) from any and all manner of action or claims, actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesrights, losses, costs, attorneys’ fees or expenses, damages of any kind or nature whatsoeverwhich she may now have, or ever have, whether known or unknown, fixed or contingent contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), which the undersigned that Employee now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any facts occurring or existing prior to Employee’s execution of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowthis Agreement. The Claims released herein hereunder specifically include, without limiting the generality of the foregoingbut are not limited to, any alleged claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any express other type of assault and battery; invasion of privacy; intentional or implied contract negligent infliction of employmentemotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any alleged torts or other alleged legal restrictions on Releaseesclaim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workersright to terminate the employment Protection Benefit Act of the undersigned1990; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the date hereof under California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; and any applicable planfederal, policy, practice, program, contract state or agreement with the Company, or (iv) to any Claims, including claims for indemnification and/or advancement local laws of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOReffect.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

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

General Release. For valuable consideration(a) In exchange for the full and complete execution of payments described herein, the receipt XxXxxxxxx and adequacy of which are his heirs, executors, administrators and assigns hereby acknowledged, the undersigned does hereby forever release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), ASHA/McLaren and each of its partnersshareholders, subsidiaries, associatesrelated entities and affiliates, affiliatestheir respective predecessors, successors, heirsassigns, assignsand past, present or future officers, partners, directors, shareholders, employees, agents, directorstrustees, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or claims, demands, liens, agreements, covenants, actions, cause or suits, causes of action, obligations, controversies, costs, expenses, damages, judgments, orders, and liabilities of whatever kind or nature, in law or in equity, suitsby statute or otherwise, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether now known or unknown, fixed vested or contingent (hereinafter called “Claims”)contingent, which the undersigned now has exist or may hereafter have against the Releasees, or any of them, arising out of, based upon, or relating existed prior to the undersigned’s employment or services with the Company or the termination date of such employment or services, except as provided below. The Claims released herein include, without this General Release ("Claims"). (b) Without limiting the generality of the foregoing, Claims with respect to XxXxxxxxx shall include any alleged breach claims and liabilities relating to or arising out of any express XxXxxxxxx'x employment or implied contract termination of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; by ASHA/McLaren and any alleged violation and all claims of any federal, state or local statute or ordinance including, without limitationemployment under the United States Constitution, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Age Discrimination In in Employment ActAct of 1967, the Americans With Disabilities Actas amended ("ADEA"), and any other local, state or federal law, order, regulation, or ordinance relating to employment or otherwise. (c) The parties acknowledge that this Agreement, when duly and completely executed, is intended to constitute a full and final settlement, mutual release and bar to all employment related claims of any kind, known or unknown which the California Fair Employment and Housing Actparties may have against each other. Notwithstanding The Parties acknowledge that they are familiar with Section 1542 of the foregoingCivil Code of the State of California, this which provides as follows: "A general release (does not extend to claims which the “Release”) shall creditor does not operate know or suspect to release exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor." The parties expressly waive and relinquish any and all rights and benefits which they may have under Civil Code section 1542 to the fullest extent permissible under the law. The Parties acknowledge that they are aware that they, or Claims their attorneys, may hereafter discover claims or facts in addition to or different from those which are known or believed to exist with respect to the subject matter of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment this Agreement, dated as but that it is the Parties' intention to fully, finally and forever settle and release all claims known or unknown, suspected or unsuspected which the Parties may have against each other with respect to the subject matter of September 24, 2010, between the Company and the undersigned (the “Employment this Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Consulting Agreement (McLaren Automotive Group Inc)

General Release. For valuable considerationIn consideration for the promises and covenants of the Company contained herein, the receipt you, on behalf of yourself and adequacy of which are hereby acknowledgedyour present or former descendants, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), and each of its partners, subsidiaries, associates, affiliatesdependents, successors, heirs, assigns, agents, personal representatives, executors and administrators (collectively, the “Releasors”), to the fullest extent permitted by law, fully releases and discharges the Company and any and all of the Company’s predecessors, successors, subsidiaries, parents, branches, divisions, affiliates and related entities, and its and their respective present and former officers, directors, officersmanagers, supervisors, employees, representativesattorneys, lawyersagents and representatives (collectively, insurersthe “Releasees”), from and all persons acting by, through, under or in concert with them, or any of them, of and from respect to any and all manner of action or claims, actions, cause suits, liabilities, damages, debts, dues, sums of money, including attorneys’ or causes of actionlegal fees and costs and demands whatsoever, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed suspected or contingent (hereinafter called “Claims”)unsuspected, which the undersigned Releasors ever had or now has or may hereafter have against the Releaseeshave, or at any of them, arising out of, based upon, or relating time prior to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality Effective Date of the foregoingAgreement (as defined below), any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, any claims arising out of, concerning or relating to your employment and/or separation from employment with the Company; this Agreement; the Prior Letter Agreement; compensation, wages, salary, stock options or other equity or equity-based awards, severance pay, contract pay, vacation pay, paid time off (PTO) pay, fringe and aggregate benefits, benefits allowances, bonuses, commissions, sick pay, personal leave pay, insurance, medical benefits, retirement benefits, welfare benefits or any other benefits of any kind or nature; any contract, whether oral or written, express or implied; tort, including defamation, libel, slander, negligent termination, wrongful discharge, or unpaid wages, whether intentional or negligent; any and all terms and conditions of employment, including, without limitation, hiring, training, recruiting, promotion, assignment, discipline or termination; common law or public policy; harassment, discrimination or retaliation; Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Civil Rights Act of 1866, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With with Disabilities Act, and the California Fair Rehabilitation Act, the Age Discrimination in Employment and Housing Act. Notwithstanding the foregoing, this general release Act (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment AgreementADEA”), (ii) to payments or benefits under any equity award agreement between the undersigned Older Worker’s Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employment Retirement Income Security Act, the Fair Credit Reporting Act, the Texas Labor Code, the Uniform Commercial Code, the United States Constitution, and the Company or its affiliatesState of Texas Constitution, (iii) to accrued or vested benefits the undersigned may haveall as amended, if anyapplicable; and other federal, as of the date hereof under any applicable planstate, policycounty or municipal statutes, practice, program, contract regulations or agreement with the Company, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORordinances.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Transition Agreement (Francesca's Holdings CORP)

General Release. For (a) In consideration of the severance payment discussed in paragraph 2 of this Agreement, which Employee warrants to be good and valuable considerationconsideration for the releases and covenants provided herein, the receipt Employee, on behalf of Employee and adequacy of which are hereby acknowledgedEmployee’s heirs, the undersigned assigns, and personal representatives, does hereby release and forever discharge the “Releasees” hereunderEmployer, consisting of TRI Pointe Homesits parent, Inc., a Delaware corporation (the “Company”), and each of its partnerstheir affiliates, subsidiaries, associatesdivisions, affiliatespredecessor companies, successors, heirs, their successors and assigns, agentstheir affiliated and predecessor companies, directorsincluding but not limited to Black Box (as defined above) and all of their current and former employees, owners, attorneys, shareholders, members, officers, employees, representatives, lawyers, insurersdirectors and agents and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of any of the aforementioned (collectively referred to throughout the remainder of this Agreement as "Releasees" or the “Released Parties”, and individually, a “Released Party”) from and against all persons acting byclaims, throughdemands, under or in concert with themrights, or any of themliabilities, of and from any and all manner of action or actions, cause or causes of action, in law and grievances, whether statutory or in equityat common law, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed whether accrued or contingent unaccrued, (hereinafter called collectively, the Claimsclaims), which the undersigned now has or may hereafter have against the Releaseesand individually, or any of them, a “claim”) arising out of, based uponor relating in any way to, any acts or omissions done or occurring, in whole or in part, prior to and including the date Employee signed this Agreement, including, but not limited to, all such claims arising out of, or relating to the undersignedrelated in any way to, Employee’s employment or services with the Company or the termination of such employment or serviceswith Employer. This is a General Release. (b) Employee expressly acknowledges and agrees that, except as provided below. The Claims released herein includeto the maximum extent permitted by law, without limiting the generality this General Release includes, but is not limited to, Employee’s release of the foregoing, (i) any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Equal Pay Act of 1963, the Workers Adjustment and Retraining Notification Act, the Americans With Disabilities National Labor Relations Act, and the California Fair Employment Employee Retirement Security Act of 1974, the Family and Housing Act. Notwithstanding the foregoing, this general release Medical Leave Act of 1993 (the ReleaseFMLA”) shall not operate and the Age Discrimination in Employment Act of 1967 (“ADEA”), including all amendments to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”)aforementioned laws, (ii) any claims related to payments or benefits under any equity award agreement between the undersigned employee handbooks, personnel policies, and the Company or its affiliatesemployment-related documents, (iii) any other federal, state, or local laws, decisions, rules, statutes, and regulations pertaining to accrued employment, wrongful dismissal, employment termination, retaliation, harassment, express or vested benefits implied contract, covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, and defamation, and (iv) any other claim in common law, contract, or tort. This General Release also includes claims arising because of continued effects of any acts or omissions that occurred on or before the undersigned may havedate Employee signed this Agreement. (c) By signing this Agreement, if anyEmployee expressly acknowledges and agrees that, as of the date hereof Employee signed this Agreement, Employee (i) has no reason to believe that Employee has suffered any injuries or occupational diseases arising out of or in connection with Employee’s employment with Employer, other than any such injuries or occupational diseases previously reported to Employer in writing; (ii) has received all wages, benefits, and other remuneration to which Employee was entitled to as an employee of Employer (except for amounts due in the future under the Long Term Incentive Plan or otherwise); (iii) has received all leave to which Employee was entitled under the FMLA and any applicable plancomparable state or local laws; and (iv) is not aware of any facts or circumstances constituting a violation of the FMLA, policythe Fair Labor Standards Act (“FLSA”), practicethe Pennsylvania Wage Payment and Collection Law, programor any comparable federal, contract state, or agreement local laws. (d) Notwithstanding the foregoing, Employee is not precluded from seeking to enforce any payment obligations or other entitlements specifically provided for under this Agreement, or filing a charge with the CompanyU.S. Equal Employment Opportunity Commission (“EEOC”) or a parallel state or local agency or participating in an investigation conducted by the EEOC or a parallel state or local agency, to the maximum extent permitted by law; however, Employee expressly waives Employee’s right to any monetary recovery or any other individual relief in connection with (i) any charge filed with the EEOC or a parallel state or local agency arising out of or related to Employee’s employment and/or the severing of that employment with Employer, or (ivii) any claim pursued on Employee’s behalf by any federal, state, or local administrative agency or any other person arising out of or related to any Claims, including claims for indemnification Employee’s employment and/or advancement the severing of expenses, arising under any indemnification agreement between the undersigned that employment with Employer. Employee expressly acknowledges and the Company or under the bylaws, certificate of incorporation of other similar governing document agrees that as of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542date that Employee signs this Agreement, 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 RELEASEEmployee has not filed any grievances, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORclaims, complaints, administrative charges, or lawsuits against any of the Released Parties.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Black Box Corp)

General Release. For valuable considerationa. In exchange for the Separation Benefits set forth in Section 3 of the Transition Agreement, and in consideration of the receipt further agreements and adequacy promises set forth herein and therein, Executive, on behalf of which are himself and his executors, heirs, administrators, representatives and assigns, hereby acknowledged, the undersigned does hereby agrees to release and forever discharge the “Releasees” hereunderCompany and all predecessors, consisting successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of TRI Pointe Homestheir past and present investors, Inc.directors, stockholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans (including plan sponsors, plan fiduciaries, and insurers) in which Executive is or has been a Delaware corporation participant by virtue of his employment with or service to the Company (collectively, the “CompanyCompany Releasees”), and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed asserted or contingent unasserted, suspected or unsuspected, direct or derivative (hereinafter called collectively, “Claims”), which the undersigned now Executive has or may hereafter have had against such entities based on any events or circumstances arising or occurring on or prior to the Releasees, or any of themdate hereof, arising directly or indirectly out of, based uponrelating to, or relating to the undersignedin any other way involving in any manner whatsoever Executive’s employment by or services with service to the Company or the termination thereof, Executive’s ownership of such employment Parent securities or servicesotherwise, except as provided below. The Claims released herein includeincluding any and all claims arising under federal, state, or local laws, including without limiting the generality limitation claims of the foregoingwrongful discharge, any alleged breach of any express or implied contract of employment; any alleged torts contract, fraud, misrepresentation, defamation, or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; liability in tort, and any alleged violation claims of any federal, state kind that may be brought in any court or local statute or ordinance administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. § 1981, et seq.; the Age Discrimination In in Employment Act, the Americans With Disabilities Actas amended, and the California Fair Employment and Housing Act29 U.S.C. Section 621, et seq. Notwithstanding the foregoing, this general release (the “ReleaseADEA) shall not operate to release any rights or Claims ); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 Office of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Exhibit 10.19

Appears in 1 contract

Samples: General Release of All Claims (Zentalis Pharmaceuticals, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Third Amended and Restated Employment Agreement, dated as of September 24, 2010_________, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesCarLotz, Inc., a Delaware corporation (the “Company”), and each of its partnersthe Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, affiliatesmembers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, heirs, assigns, agentsinsurers, owners, employees, officers, directors, officers, employees, representatives, lawyers, insurers, heirs and all persons acting by, through, under under, or in concert with them, or any of themthem (hereinafter, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination from employment of the undersigned by the Releasees, or any of them; except as expressly provided below, any claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or any related agreement to which any Releasee is a party); any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Age Discrimination In Employment Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans With with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102, 69 Ops. Cal. Atty. Gen. 80 (1986); California Labor Code §§ 1102.5(a), (b); the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. Notwithstanding the foregoing, this general release General Release of Claims (the “Release”) shall not operate to release any rights or Claims of which the undersigned may have to (ia) to payments or benefits under Section 7, Section 8 or Section 9 4 of that certain Employment Agreementthe undersigned’s employment agreement with the Company, dated as of September 24[Month, 2010, between the Company and the undersigned Date] 2022 (the “Employment Agreement”), (iib) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof hereof, under any applicable Company employee benefit plan, policy, practice, program, contract or agreement with the Company, or (ivc) rights to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and the Company or its subsidiaries, any D&O insurance policy maintained by the Company or its subsidiaries or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or its subsidiaries, (d) payments or benefits under any agreement evidencing outstanding equity-based awards of the Company held by the undersigned, or (e) any claims that may not be released by the undersigned as a matter of law. US-LEGAL-11051179/5 174293-0005 THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (CarLotz, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Second Amended and Restated Employment Agreement, dated as of September 24, 2010_________, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable considerationIn exchange for the severance consideration set forth in that certain Employment Agreement (the “Employment Agreement”), dated as of April 28, 2015 between SeaSpine Holdings Corporation, SeaSpine Orthopedics Corporation (collectively, the “Company”) and Xxxxx Xxxxxxxxx (“Executive”), the receipt and adequacy of which are is hereby acknowledged, the undersigned Executive does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Company and each of its partnersparents, subsidiaries, associates, affiliates, successors, partners, associates, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Executive now has or may hereafter have against the Releasees, or any of them, arising out ofby reasons of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigneddate hereof which arise from or are related to Executive’s employment or services service (or termination thereof) with the Company or the termination of such employment or services, except as provided belowCompany. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of Executive by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersignedExecutive; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In in Employment Act, the Americans With with Disabilities Act, the California Labor Code, the employment and civil rights laws of California and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims of the undersigned which Executive may have (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain the Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or any vested and unpaid benefits under any equity award agreement between the undersigned employee benefit plan, including but not limited to any vested and the Company or its affiliatesundistributed deferred compensation, (iii) to accrued vested equity compensation awards that remain unpaid or vested benefits the undersigned may haveunsettled or to rights Executive has as a Company stockholder, if any, as of the date hereof (iv) under any applicable plan, policy, practice, program, contract or agreement with director and officer insurance policy maintained by the Company, (v) under the Company’s charter, by-laws or governing documents, (ivvi) to indemnification from the Company including without limitation [under that certain Indemnification Agreement dated as of between the Company and Executive]1, (vii) to any Claims, including claims for indemnification and/or advancement of expenses, arising claim or right under any indemnification agreement between the undersigned and the Company COBRA or under the bylawsFair Labor Standards Act, certificate (viii) to any claim or right for unemployment insurance or workers’ compensation benefits, (ix) to any claim or right that arises after Executive signs this Agreement, and (x) any claim that cannot be waived as a matter of incorporation law, including, without limitation, whistleblower claims under the Corporate and Criminal Fraud Accountability Act of other similar governing document of 2002 (Xxxxxxxx-Xxxxx), and the CompanySecurities and Exchange Commission Whistleblower Program (the “Unreleased Claims”). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 1 Include as applicable. THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (SeaSpine Holdings Corp)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24January 19, 20102011, between the Company American Assets Trust, Inc., American Assets Trust, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(v) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” . “ THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable considerationIn consideration for, among other terms, the receipt and adequacy of Severance Benefits, to which are hereby acknowledgedthe Executive acknowledges he would not otherwise be entitled, the undersigned does hereby release Executive irrevocably and unconditionally releases and forever discharge discharges the Company, all of its affiliated and related entities, its and their respective predecessors, successors and assigns, employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, consultants, attorneys, accountants, fiduciaries and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company), and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and ) generally from all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagesdebts, losses, costs, attorneys’ fees or expenses, damages and liabilities of any nature whatsoeverevery name and nature, known or unknown, fixed that, as of the date when the Executive signs this Agreement, he has, ever had, now claims to have or contingent ever claimed to have had against any or all of the Releasees (hereinafter called “Claims”). This release includes, which without limitation, the undersigned now has or may hereafter have against the Releasees, or any complete waiver and release of them, arising out of, based upon, or all Claims: relating to the undersignedExecutive’s employment or services by and termination of employment with the Company Company; arising in connection with or under the Employment Agreement or any other agreement between the Executive and any of the Releasees; of breach of express or implied contract; of wrongful termination of such employment employment, whether in contract or servicestort; of intentional, except as provided below. The Claims released herein include, without limiting the generality reckless or negligent infliction of the foregoing, any alleged emotional distress; of breach of any express or implied contract covenant of employment, including the covenant of good faith and fair dealing; any alleged torts of interference with contractual or other alleged legal restrictions on Releasees’ right to terminate the employment advantageous relations, whether prospective or existing; of the undersigneddeceit or misrepresentation; and any alleged violation of any discrimination or retaliation under federal, state or local statute or ordinance law, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Americans with Disabilities Act, the Americans With Disabilities Age Discrimination in Employment Act (ADEA), and Massachusetts General Laws Chapter 151B; under any other federal, state, local or foreign statute, rule, ordinance or regulation, including, without limitation, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Family and Medical Leave Act and the California Fair Employment Massachusetts Family and Housing Medical Leave Law; of promissory estoppel or detrimental reliance; of violation of public policy; for wages, bonuses, commissions, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, regardless of whether based on the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or any other law or agreement; for fraud, slander, libel, defamation, disparagement, personal injury, negligence, or other torts; and for injury or damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorneys’ fees. Notwithstanding the foregoing, The Executive understands that this general release (of Claims includes, without limitation, any and all Claims against the “Release”) shall Company in respect of any stock-based awards of any kind and as a Company stockholder or option holder arising up to and through the date that the Executive signs this Agreement. The Executive agrees not operate to accept damages of any nature, other equitable or legal remedies for Executive’s own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. The Executive understands that this general release does not extend to any rights or Claims claims that may arise out of acts or events that occur after the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment date on which the Executive signs this Agreement, dated or to Claims that cannot be released as a matter of September 24, 2010, between law. As a material inducement to the Company to enter into this Agreement, the Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim released by this Agreement. This release does not affect the undersigned (Executive’s rights or obligations under this Agreement, nor shall it affect the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may haveExecutive’s rights, if any, under any “employee benefit plan,” as that term is defined in Section 3(3) of the date hereof under any applicable planEmployee Retirement Income Security Act, policy, practice, program, contract or agreement with the Company, or (iv) 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 of other similar governing document of the Company29 U.S.C. §1002(3). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:​ ​ ​

Appears in 1 contract

Samples: Separation and Release Agreement (Collegium Pharmaceutical, Inc)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24November __, 2010, between the Company American Assets Trust, Inc., American Assets Trust, L.P. 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 Restricted Stock Award Agreement (as defined in the Company or its affiliatesEmployment Agreement), (iii) with respect to Section 2(b)(vi) or 6 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. (a) For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned Executive does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Executive now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of Executive by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersignedExecutive; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Agreement shall not operate to release any rights or Claims claims of the undersigned Executive (i) with respect to payments Section 2(b)(vi) or benefits under Section 7, Section 8 or Section 9 6 of that certain the Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iviii) to any Claims, including claims for indemnification and/or advancement of expensesexpenses pursuant to that certain Indemnification Agreement dated as of January 19, arising under 2011 (the “Indemnification Agreement”), (iv) for unemployment compensation or any indemnification agreement between state disability insurance benefits pursuant to the undersigned and the Company or terms of applicable state law, (v) for workers’ compensation insurance benefits under the bylaws, certificate terms of incorporation of other similar governing document any worker’s compensation insurance policy or fund of the Company. THE UNDERSIGNED , or (vi) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination; provided, however, that Executive does release his right to secure any damages for alleged discriminatory treatment. (b) EXECUTIVE ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNEDEXECUTIVE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. . (c) IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED EXECUTIVE IS HEREBY ADVISED AS FOLLOWS: (I) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE; (II) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT; AND (III) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE THIS RELEASE, AND THIS AGREEMENT WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD. (d) Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against Releasees, or any of them, and Executive 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 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 parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against Executive under this indemnity. (e) Executive agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then Executive agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. (f) Executive further understands and agrees that neither the payment of any sum of money nor the execution of this Agreement 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 Executive.

Appears in 1 contract

Samples: General Release (American Assets Trust, L.P.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxxx Industrial Realty, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxxx Industrial Realty, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated effective as of September 24________ ___, 20102024, between the Company Xxxxxxx Industrial Realty, Inc., Xxxxxxx Industrial Realty, L.P. 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 or its affiliatesCompany, (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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyCompany or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE THE EXECUTIVE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE THE EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY XXXXXX ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Rexford Industrial Realty, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24, 20102011, between the Company American Assets Trust, Inc., American Assets Trust, L.P. 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 Restricted Stock Award Agreements (as defined in the Company or its affiliatesEmployment Agreement), (iii) with respect to Section 2(b)(vi) or 6 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Amended and Restated Employment Agreement, dated as of September 24January 1, 20102016, between the Company Xxxxxx Pacific Properties, Inc., Xxxxxx Pacific Properties, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” LA\2082980.4 THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Hudson Pacific Properties, L.P.)

General Release. For valuable considerationExcept as to such rights or claims as may be created by this Agreement, the receipt Employee and adequacy of which are hereby acknowledgedEmployee’s respective heirs, the undersigned does administrators, successors in interest, assigns and agents, hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Company and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentscurrent and former officers, directors, officersshareholders, employees, representatives, lawyersattorneys, agents, members, trustees, administrators, owners, partners, insurers, fiduciaries, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and all persons acting bysuccessors in interest, throughjointly and severally (referred to collectively hereafter as the “Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, liabilities, suits, causes of action, in law or in equitycharges, suitscomplaints, debtsobligations, lienscosts, contracts, agreements, promises, liability, claims, demandslosses, damages, lossesinjuries, costspenalties, interest, attorneys’ fees or expensesfees, and other legal responsibilities, of any nature form whatsoever, whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called referred to collectively hereafter as “Claim” or “Claims”), which Employee has at any time owned or held up to and including the undersigned now has or may hereafter have against date Employee signs this Agreement, including during the ReleaseesRevocation Period (as defined below), or any of themincluding, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, and without limiting the generality of the foregoing, any alleged breach and all Claims arising out of, connected with, or relating to: (1) Employee’s employment with the Company or the termination of that employment; (2) any act or omission by or on the part of any express or implied contract of employmentthe Releasees; (3) any alleged torts violation of California Labor Code, applicable California Wage Order, Fair Labor Standards Act, or other alleged legal restrictions on Releasees’ right to terminate the employment of Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (4) any Claim arising under the undersignedLabor Code Private Attorneys General Act (PAGA), Labor Code §§ 2699, et seq.; and (5) any alleged federal, state or local law regulating compensation, salaries, wages, meal periods, rest periods, itemized wage statements, pay stubs or payroll records, hours, bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, penalties, interest or damages; (6) any Claim for violation of any federal, state or local statute law or ordinance includingregulation prohibiting discrimination, without limitationharassment or retaliation of any kind; (7) breach of any express or implied employment contract or agreement, Title VII wrongful discharge, breach of the Civil Rights Act implied covenant of 1964good faith and fair dealing, the Age Discrimination In Employment Actintentional or negligent infliction of emotional distress, the Americans With Disabilities Actfraud, misrepresentation, defamation, trespass, conversion, interference with prospective economic advantage, and the California Fair Employment invasion of privacy; (8) that certain Participation Agreement, executed April 9, 2022, by and Housing Act. Notwithstanding the foregoing, this general release between WM Tech and Employee (the “ReleaseParticipation Agreement); and (9) shall any Claim for attorneys’ fees, costs or expenses. The foregoing general release does not operate apply to release any rights or Claims Claim that cannot be released as a matter of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of law as well as those obligations set forth in that certain Employment Indemnification Agreement, dated as June 16, 2021 by and between WM Tech and Employee. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee agrees that the release provided by this Agreement applies to any Claims brought by any person or agency on behalf of September 24Employee or any class action, 2010representative action or collective action pursuant to which Employee may have any right or benefit. Employee agrees not to participate in any class action, between representative action or collective action that may include or encompass any of the Company Claims released by this Agreement. With respect to any Claims released by this Agreement, Employee further agrees not to accept any recovery or benefit that may be obtained on Employee’s behalf by any other person or agency or in any class action, representative action or collective action, and does hereby assign any such recovery or benefit to the undersigned (Company. In addition, Employee agrees that in the “Employment Agreement”)event Employee receives any notice from any claims administrator, (ii) attorney, law firm or other person purporting to payments represent Employee or benefits under any equity award agreement between the undersigned class or group which includes Employee, and such notice references any lawsuit or threatened lawsuit against the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as any of the date hereof under Releasees that encompasses any applicable planof the Claims released by this Agreement, policyEmployee will promptly notify such claims administrator, practiceattorney, program, contract or agreement with the Companylaw firm, or (iv) other person that Employee does not wish to participate in and specifically “opts out” of any Claimsclass action, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned and representative action or collective action against the Company or under the bylaws, certificate of incorporation of other similar governing document any of the CompanyReleasees. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542Finally, WHICH PROVIDES AS FOLLOWS: by signing this Agreement, Employee acknowledges and agrees that Employee is not an 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 RELEASEaggrieved employee,” as that term is defined in the Labor Code Private Attorneys General Act (PAGA), WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORwith respect to any Claims released by this Agreement.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation and Release Agreement (Wm Technology, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are Executive hereby acknowledged, the undersigned does hereby release releases and forever discharge discharges the “Releasees” hereunderCorporation, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), its successors and each of its partners, subsidiaries, their respective associates, affiliatesowners, successors, heirsstockholders, assigns, employees, agents, directors, officers, employees, representatives, lawyers, insurers, partners and representatives and all persons acting by, through, under under, or in concert with them, or any of them, (collectively the "Releasees") of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “each referred to as a "Claim" and, collectively, the "Claims"), which the undersigned he now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any of themfacts occurring or existing on or prior to the date hereof related to, arising out ofof or in connection with his hiring, based uponemployment, or relating to the undersigned’s change in employment or services status with the Company Corporation or the termination of such employment or servicestransactions contemplated by this Amendment, except as may be expressly provided belowherein and except that the Executive does not release any obligation of the Corporation to provide him indemnification as an officer and director of the Corporation based upon events or facts occurring or existing on or prior to the date hereof. The Claims released herein hereunder include, without limiting the generality of the foregoinglimitation, any alleged breach of the Employment Agreement or other Agreements; any alleged breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; any alleged torts or other alleged legal restrictions on Releasees’ right relating to terminate the Executive's employment of and the undersignedtermination thereof; and any alleged violation of any federal, state or local statute or ordinance includingordinance. Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which Executive may have against the Releasees, without limitation, Title VII or any of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Actthem, and Executive agrees to indemnify and hold the California Fair Employment Releasees harmless from any liability, claims, demands, damages, costs, expenses and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release attorneys' fees incurred as a result of any person asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such Executive. Executive agrees that if he hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the undersigned (i) to payments Claims released hereunder or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between in any manner asserts against the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under Releasees any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable planClaims released hereunder, policythen he will pay to the Releasees against whom such claim(s) is asserted, practice, program, contract or agreement with the Company, or (iv) in addition to any Claimsother damages caused thereby, including claims for indemnification and/or advancement all attorneys' fees incurred by such Releasees in defending or otherwise responding to said suit or Claim. The Executive agrees that neither the payment of expenses, arising under money nor the execution of this Release shall constitute or be construed as an admission of any indemnification agreement between liability whatsoever by the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORReleasees.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Alliance Imaging Inc /De/)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesXxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Xxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Amended and Restated Employment Agreement, dated as of September 24January 1, 20102016, between the Company Xxxxxx Pacific Properties, Inc., Xxxxxx Pacific Properties, L.P. and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this release, (ii) with respect to payments Section 2(b)(vi) or benefits under any equity award agreement between 6 of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” LA\2082087.4 THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Hudson Pacific Properties, L.P.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesRightside Group, Inc.Ltd., a Delaware corporation and Rightside Operating Co. (collectively, the “Company”), ) and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing ActWashington State Law Against Discrimination, Revised Code of Washington, Title 49, Chapter 49.60. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Employment Agreement, dated as of September 24January 6, 20102014, between the Company Rightside Group, Ltd., Rightside Operating Co. 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 or its affiliatesCompany, (iii) with respect to Section 2(b)(vii) 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, or (ivv) 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 of other similar governing document of the Company, or (vi) to any Claims which cannot be waived by an employee under applicable law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542The undersigned hereby expressly waives and relinquishes all rights and benefits not covered by a general release wherein a general release cannot extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, 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.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTwhich if known by him or her must have materially affected his or her settlement with the debtor. Executive hereby expressly waives and relinquishes all rights and benefits Executive may have under any statutes or common law practices of similar effect not waived by a general release. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Rightside Group, Ltd.)

General Release. For valuable considerationXxxxx, with the receipt intention of binding himself and adequacy of which are his heirs, executors, administrators, and assigns, hereby acknowledged, the undersigned does hereby release releases and forever discharge discharges Giannulli and the “Releasees” hereunderCompany, consisting their subsidiaries, predecessors, successors and assigns, and, to the extent any of TRI Pointe Homes, Inc., the following parties has a Delaware corporation claim for idemnification against Giannulli or the Company with respect to the relevant Claim (the “Company”as defined below), and each all of its partners, subsidiaries, their respective associates, affiliatesowners, successorsstockholders, heirsmembers, assigns, employees, agents, directors, officers, employeespartners, representatives, lawyersattorneys, insurersheirs, executors or administrators and all persons acting by, through, under under, or in concert with them, or any of themthem (each, a "Mossimo Released Party" and collectively, "Mossimo Released Parties"), of and from any and all manner of action or actions, cause causes or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “the "Claims"), which the undersigned Xxxxx now has or may hereafter have against the ReleaseesMossimo Released Parties by reason of any and all acts, omissions, events or any of them, arising out of, based upon, facts occurring or relating existing prior to the undersigned’s employment or services with the Company or the termination of such employment or servicesEffective Date, except as expressly provided belowherein; provided, however, that notwithstanding the foregoing release if any Mossimo Released Party (other than Giannulli and the Company and their subsidiaries, predecessors, successors and assigns) asserts a Claim against Xxxxx, Xxxxx shall have the right to assert any counterclaim against such Mossimo Released Party. The Claims released herein hereunder include, without limiting the generality of the foregoinglimitation, (i) any alleged breach of any employment agreement; (ii) any alleged breach of the Stockholders Agreement; (iii) any alleged breach of the Contribution Agreement; (iv) any alleged breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; (iv) any alleged torts or other alleged legal restrictions on Releasees’ right relating to terminate the Xxxxx' employment of and the undersignedtermination thereof; and (vi) any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In in Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding The foregoing release of the foregoing, this general release (the “Release”) Claims shall not operate to release apply to: any rights claims for indemnification under the Company's Certificate of Incorporation and Bylaws, under applicable law or Claims otherwise; any claims under any directors and liability insurance coverage of the undersigned (i) to payments Company; any breach by the Company or benefits under Section 7, Section 8 Giannulli of this Agreement; or Section 9 any breach by the Company or Giannulli of that certain Employment Agreement, the Stock Option Termination Agreement among the Parties dated as of September 24March 28, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR2000.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (Mossimo Inc)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesMPG Office Trust, Inc., a Delaware Maryland corporation (the “CompanyREIT”), MPG Office, L.P., a Maryland limited partnership (the “Operating Partnership”), MPG Office Trust Services, Inc., a Maryland corporation, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter collectively called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ any Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 2.1 and 2.2 of that certain Employment Separation Agreement, dated as of September 24January 11, 20102013, by and between the Company REIT, the Operating Partnership and the undersigned (the “Employment Agreement”)undersigned, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iviii) to any Claims, including claims for indemnification and/or advancement of expensesexpenses pursuant to the Amended and Restated Indemnification Agreement, arising under any indemnification agreement dated as of May 9, 2012, between the undersigned REIT and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Companyundersigned. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation Agreement (MPG Office Trust, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesAmerican Assets Trust, Inc., a Delaware corporation (the “Company”)Maryland corporation, American Assets Trust, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under either Section 7, Section 8 4(a) or Section 9 4(b) of that certain Employment Agreement, dated as of September 24November , 2010, between the Company American Assets Trust, Inc., American Assets Trust, L.P. 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 Restricted Stock Award Agreements (as defined in the Company or its affiliatesEmployment Agreement), (iii) with respect to Section 2(b)(vi) or 6 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, or (ivv) to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between expenses pursuant to the undersigned and Indemnification Agreement (as defined in the Company or under the bylaws, certificate of incorporation of other similar governing document of the CompanyEmployment Agreement). THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (American Assets Trust, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain Second Amended and Restated Employment Agreement, dated as of September 24, 2010___________, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable considerationExcept as expressly otherwise provided in this Section 2.4, Buyer shall rely solely upon Buyer’s own inspection of the receipt Property and adequacy investigations in determining the Property’ physical condition and other matters relating to the Property. Effective upon Escrow Closing, Buyer, for itself, its affiliates, successors and assigns and subsequent owners of which are the Property, hereby acknowledgedwaives, the undersigned does hereby release releases, remises, acquits and forever discharge discharges Sellers and the “Releasees” hereunderSellers’ partners, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”)members, and each of its their respective officers, directors, shareholders, beneficiaries, members, partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurersemployees and attorneys, and all persons acting by, through, under or in concert with them, or any of them, their respective successors and assigns (the “Seller Related Parties”) of and from any and all manner of action or actionsclaims, cause or damages, liens, suits, causes of action, in law legal or in equityadministrative proceedings, suitsfines, debtspenalties, liens, contracts, agreements, promises, liability, claimsjudgments, demands, damages, lossesobligations, costs, liabilities and losses and expenses (including, without limitation, reasonable attorneys’ fees fees) (collectively “Claims and Liabilities”) whatsoever, direct or expenses, of any nature whatsoeverindirect, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Buyer now has or which Buyer may hereafter have against in the Releaseesfuture on account of or in any way arising out of or in connection with the Property, including, without limitation, the known or unknown physical or environmental condition of the Property (including, without limitation, any contamination in, on, under or adjacent to the Property by any solid hazardous or toxic substance, material or waste or mold), or any of them, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, without limiting the generality of the foregoing, any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute law, ordinance, rule or ordinance regulation applicable thereto, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Toxic Substances Control Act, the Americans With Disabilities Comprehensive Environmental Response, Compensation and Liability Act, and the California Fair Employment Resource Conservation and Housing Recovery Act. Notwithstanding the foregoingBuyer, this general release (the “Release”) shall not operate to release any rights or Claims of the undersigned (i) to payments or benefits under Section 7for itself, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as successors and assigns and subsequent owners of the date hereof under any applicable planProperty, policy, practice, program, contract or agreement with fully understands and expressly waives the Company, or (iv) to any Claims, including claims for indemnification and/or advancement benefits of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document Section 1542 of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542California Civil Code, WHICH PROVIDES AS FOLLOWSwith respect to the matters described in this Section 2.4; Section 1542 of the California Civil Code 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.” THE UNDERSIGNEDIn this connection and to the extent permitted by law, BEING AWARE OF SAID CODE SECTIONexcept to the extent otherwise provided in this Section 2.4, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDERBuyer hereby agrees, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTrepresents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses and other Claims and Liabilities which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Sellers and the Seller Related Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses and other Claims and Liabilities which might in any way be included as a material portion of the consideration given to Sellers by Buyer hereunder. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACTSellers have given Buyer material concessions regarding this transaction in exchange for Buyer agreeing to the provisions of this Section 2.4. Sellers and Buyer have each initialed this Section 2.4 to further indicate their awareness and acceptance of each and every provision hereof; provided, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990however that failure of any party to initial this Section 2.4 below shall not invalidate this Section 2.4 nor any other provision of this Agreement. Notwithstanding anything to the contrary in this Agreement, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:Sellers shall be liable for any breach of its express representations and warranties in this Agreement and for Seller’s obligations, which by the express terms of this Agreement survive Escrow Closing, subject to the express limitations and conditions set forth in this Agreement. SELLERS INITIALS BUYER INITIALS Building Seller: __________ Parking Lot Seller: This Section 2.4 shall survive the Escrow Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bea Systems Inc)

General Release. For valuable considerationExcept as to such rights or claims as may be created by this Agreement, the receipt and adequacy of which are hereby acknowledgedexcept as otherwise provided herein, the undersigned does Employee and Employee’s respective heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Company and each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agentscurrent and former officers, directors, officersshareholders, employees, representatives, lawyersattorneys, agents, members, trustees, administrators, owners, partners, insurers, fiduciaries, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and all persons acting bysuccessors in interest, throughjointly and severally (referred to collectively hereafter as the “Releasees”), under or in concert with them, or any of them, of and from any and all manner of action or actionsclaims, cause or demands, liabilities, suits, causes of action, in law or in equitycharges, suitscomplaints, debtsobligations, lienscosts, contracts, agreements, promises, liability, claims, demandslosses, damages, lossesinjuries, costspenalties, interest, attorneys’ fees or expensesfees, and other legal responsibilities, of any nature form whatsoever, whether known or unknown, fixed unforeseen, unanticipated, unsuspected or contingent latent (hereinafter called referred to collectively hereafter as “Claim” or “Claims”), which Employee has at any time owned or held up to and including the undersigned now has or may hereafter have against date Employee signs this Agreement, including during the ReleaseesRevocation Period (as defined below), or any of themincluding, arising out of, based upon, or relating to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided below. The Claims released herein include, and without limiting the generality of the foregoing, any alleged breach and all Claims arising out of, connected with, or relating to: (1) Employee’s employment with the Company or the conclusion of that employment; (2) any act or omission by or on the part of any express or implied contract of employmentthe Releasees; (3) any alleged torts violation of California Labor Code, applicable California Wage Order, Fair Labor Standards Act, or other alleged legal restrictions on Releasees’ right to terminate the employment of Consolidated Omnibus Budget Reconciliation Act (COBRA), as amended; (4) any Claim arising under the undersignedLabor Code Private Attorneys General Act (PAGA), Labor Code §§ 2699, et seq.; and (5) any alleged federal, state or local law regulating compensation, salaries, wages, meal periods, rest periods, itemized wage statements, pay stubs or payroll records, hours, bonuses, commissions, overtime, benefits, monies, pay, allowances, benefits, sick pay, severance pay, retention pay or benefits, paid leave benefits, vacation pay, penalties, interest or damages; (6) any Claim for violation of any federal, state or local statute law or ordinance includingregulation prohibiting discrimination, without limitationharassment or retaliation of any kind; (7) breach of any express or implied employment contract or agreement, Title VII wrongful discharge, breach of the Civil Rights Act implied covenant of 1964good faith and fair dealing, the Age Discrimination In Employment Actintentional or negligent infliction of emotional distress, the Americans With Disabilities Actfraud, misrepresentation, defamation, trespass, conversion, interference with prospective economic advantage, and the California Fair Employment invasion of privacy; (8) that certain Participation Agreement, executed May 24, 2023 by and Housing Act. Notwithstanding the foregoing, this general release between WM Tech and Employee (the “ReleaseParticipation Agreement); (9) the Offer of Employment dated November 2, 2022 or any established and/or existing company or executive bonus programs and (10) any Claim for attorneys’ fees, costs or expenses. The foregoing general release does not apply to any Claim that cannot be released as a matter of law as well as those obligations set forth in that certain Indemnification Agreement, dated April 26, 2023, by and between WM Tech and Employee. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. Employee agrees that the release provided by this Agreement applies to any Claims brought by any person or agency on behalf of Employee or any class action, representative action or collective action pursuant to which Employee may have any right or benefit. Employee agrees not to participate in any class action, representative action or collective action that may include or encompass any of the Claims released by this Agreement. With respect to any Claims released by this Agreement, Employee further agrees not to accept any recovery or benefit that may be obtained on Employee’s behalf by any other person or agency or in any class action, representative action or collective action, and does hereby assign any such recovery or benefit to the Company. In addition, Employee agrees that in the event Employee receives any notice from any claims administrator, attorney, law firm or other person purporting to represent Employee or any class or group which includes Employee, and such notice references any lawsuit or threatened lawsuit against the Company or any of the Releasees that encompasses any of the Claims released by this Agreement, Employee will promptly notify such claims administrator, attorney, law firm, or other person that Employee does not wish to participate in and specifically “opts out” of any class action, representative action or collective action against the Company or any of the Releasees. Finally, by signing this Agreement, Employee acknowledges and agrees that with respect to any Claims released by this Agreement, Employee is not an “aggrieved employee,” as that term is defined by PAGA. Notwithstanding anything to the contrary herein, the foregoing release shall not operate to release cover, and Employee does not release, any rights of Employee under this Agreement or Claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment AgreementRSU Award Grant Notice, dated as of September 24December 1, 2010, between the Company and the undersigned 2022 (the “Employment RSU Award Agreement”), between Employee and WM Tech, or any rights of Employee as an RSU holder of WM Tech under the 2021 Equity Incentive Plan as may be amended, restated, supplemented, or otherwise modified from time to time of WM Holding, dated as of June 16, 2021 (iithe “Plan”). Employee acknowledges and agrees that one hundred seven thousand five hundred twenty-six (107,526) to payments or benefits of the RSUs granted under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or RSU Award Agreement have vested benefits the undersigned may have, if any, as of the date hereof under Separation Date and Employee owns the shares of WM Tech Class A Common Stock issued upon settlement of those vested RSUs (subject to sell-to-cover transactions and any applicable planother transactions initiated by the Employee), policy, practice, program, contract or agreement with all of which are retained by Employee following the Company, or (iv) Separation Date pursuant and subject to any Claims, including claims for indemnification and/or advancement of expenses, arising under any indemnification agreement between the undersigned RSU Award Agreement and the Company or Plan, and that Employee forfeits all RSUs granted to Employee under the bylaws, certificate of incorporation of other similar governing document RSU Award Agreement and which are unvested as of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORSeparation Date pursuant to the terms of the RSU Award Agreement and the Plan.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Separation and Release Agreement (Wm Technology, Inc.)

General Release. For valuable considerationIn exchange for the Payment and benefits set forth in Section 1, the receipt and adequacy of which are Employee hereby acknowledged, the undersigned does hereby release releases and forever discharge discharges the “Releasees” hereunderCompany and all of its parents, consisting subsidiaries and affiliates, and the predecessors and successors of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”)all of these entities, and each of its partners, subsidiaries, their associates, affiliatesowners, successorsstockholders, heirsmembers, assigns, employees, agents, contractors, consultants, directors, officers, employeespartners, representatives, lawyers, insurers, and all persons acting by, through, under under, or in concert with them, or any of themthem (collectively the “Releasees”), of and from any and all manner of action or actions, cause causes or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned Employee now has or may hereafter have against the ReleaseesReleasees by reason of any and all acts, omissions, events or any of them, arising out of, based upon, facts occurring or relating existing prior to the undersigned’s employment or services with the Company or the termination of such employment or servicesAgreement Date, except as expressly provided belowherein. The Claims released herein by this Agreement include, without limiting the generality of the foregoinglimitation, any Claim based on alleged conduct causing damage or injury of any kind, including any tort; breach of any contract, including any employment agreement; breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; any alleged torts or other alleged legal restrictions on Releasees’ right relating to an employer’s ability to terminate the employment of the undersignedits employees; and any alleged violation of any federal, state or local statute statute, ordinance or ordinance regulation, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination In in Employment Act, the Americans With Disabilities Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act, the WARN Act, and any other or similar state laws prohibiting discrimination, harassment and retaliation and governing wages, hours and other terms and conditions of employment. This Release will not apply to the California Fair Employment Employee’s right to receive the Payment and Housing Actinsurance benefits provided for in Section 1 of this Agreement or to retirement benefits or stock options that have vested and accrued prior to the Separation Date, or prohibit the Employee from participating in the investigation of an administrative charge or complaint by a state or federal agency. Notwithstanding By re-executing this Agreement on the foregoingSeparation Date, this the Employee’s general release (of Claims hereby extends to all Claims which the “Release”) shall not operate to release Employee has or may hereafter have against the Releasees by reason of any rights and all acts, omissions, events or Claims of facts occurring or existing on or before the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iv) 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 of other similar governing document of the CompanySeparation Date. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:3

Appears in 1 contract

Samples: Severance Agreement (Allergan Inc)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 4(a) of that certain Employment Agreement, dated as of September 2410, 20102021, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(c) or Section 9 4(d) of that certain [Third] Amended and Restated Employment Agreement, dated as of September 24, 2010[_______], between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable considerationThe Employee hereby agrees that all of his or her or her rights under section 1542 of the Civil Code of the State of California are hereby waived. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his or her or her settlement with the debtor." Notwithstanding the provisions of section 1542, the receipt Employee hereby irrevocably and adequacy of which are hereby acknowledged, the undersigned does hereby release unconditionally releases and forever discharge discharges the “Releasees” hereunder, consisting of TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), Company and each all of its partners, subsidiaries, associates, affiliates, successors, heirs, assignsofficers, agents, directors, officerssupervisors, employees, representatives, lawyers, insurers, representatives and their successors and assigns and all persons acting by, through, under or in concert with them, or any of them, of and them from any and all manner of action or actionscharges, cause or causes of actioncomplaints, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilitygrievances, claims, demandsactions, damagesand liabilities of any kind (including attorneys' fees, lossesinterest, costs, attorneys’ fees or expenses, expenses and costs actually incurred) of any nature whatsoever, known or unknown, fixed suspected or contingent unsuspected (hereinafter called “referred to as "Claims"), which the undersigned now Employee has or may hereafter have against in the Releasees, or any of themfuture, arising out of, based upon, or relating to of the undersigned’s Employee's employment or services with the Company or the termination of Company. All such employment or services, except as provided below. The Claims released herein include, are forever barred by this Agreement and without limiting the generality of the foregoing, regard to whether these Claims are based on any alleged breach of any express duty arising in contract or implied contract of employment; tort, any alleged torts employment discrimination or other alleged legal restrictions on Releasees’ right to terminate the employment unlawful discriminatory act, or any claim or cause of action regardless of the undersigned; and any alleged violation of any federalforum in which it may be brought, state or local statute or ordinance including, including without limitation, claims under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination In in Employment ActAct of 1964, as amended, the Americans With Disabilities Disability Act, the California Family Rights Act of 1991, the Federal Family and Medical Leave Act of 1993, the Vietnam Era Veterans Readjustment Assistance Act of 1974, the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release California Labor Code section 132a, any rights or Claims allegation of wrongful termination and any claim arising out of Article 1, section 8 of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) to accrued or vested benefits the undersigned may have, if any, as Constitution of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iv) to any Claims, including claims for indemnification and/or advancement State of expenses, arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORCalifornia.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Severance Agreement (Solar Power, Inc.)

General Release. For a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesSunstone Hotel Investors, Inc., a Maryland corporation, Sunstone Operating Partnership, LLC, a Delaware corporation (the “Company”), limited liability company and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; , any alleged torts or other alleged legal restrictions on Releasees’ Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 74(a), Section 8 4(b) or Section 9 4(c) of that certain Fourth Amended and Restated Employment Agreement, dated as of September 24August 29, 20102022, between the Company Sunstone Hotel Investors, Inc., Sunstone Operating Partnership, LLC and the undersigned (the “Employment Agreement”), whichever is applicable to the payments and benefits provided in exchange for this Release, (ii) with respect to payments or benefits under any equity award agreement between Section 2(b)(vi) of the undersigned and the Company or its affiliatesEmployment Agreement, (iii) 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, or (iv) to any Claims, including claims for indemnification and/or advancement of expenses, expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASERELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER MUST HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORDEBTOR OR RELEASED PARTY.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY XXXXXX ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (Sunstone Hotel Investors, Inc.)

General Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of TRI Pointe HomesHxxxxx Pacific Properties, Inc., a Delaware corporation (the “Company”)Maryland corporation, Hxxxxx Pacific Properties, L.P., a Maryland limited partnership, and each of its their partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, arising out ofby reason of any matter, based uponcause, or relating thing whatsoever from the beginning of time to the undersigned’s employment or services with the Company or the termination of such employment or services, except as provided belowdate hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this general release (the “Release”) Release shall not operate to release any rights or Claims claims of the undersigned (i) to payments or benefits under Section 7, Section 8 or Section 9 of that certain Employment any Restricted Stock Award Agreement (but excluding any Outperformance Plan Award Agreement, dated as of September 24, 2010, between the Company and the undersigned (the “Employment Agreement”), (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or its affiliates, (iii) 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, or (iviii) to any Claims, including claims for indemnification and/or advancement of expensesexpenses pursuant to the Indemnification Agreement (as defined in the Employment Agreement, arising under any indemnification agreement dated as of April 22, 2010, between the undersigned Hxxxxx Pacific Properties, Inc., Hxxxxx Pacific Properties, L.P. and the Company or under the bylaws, certificate of incorporation of other similar governing document of the Companyundersigned) and pursuant to California law. THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Consulting Agreement (Hudson Pacific Properties, Inc.)

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