General Releases Sample Clauses
A General Releases clause serves to discharge one or more parties from any and all claims, liabilities, or obligations that may have arisen up to the date of the agreement. In practice, this means that after signing, the releasing party cannot pursue legal action or demand further compensation for matters covered by the release, regardless of whether those claims were known or unknown at the time. This clause is commonly used to ensure finality and closure in disputes or contractual relationships, preventing future litigation and providing certainty for all parties involved.
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General Releases. In consideration of the Company’s execution of this Agreement and of the payments and benefits provided for in Section 3 above, which the Employee acknowledges is adequate consideration, the Employee, on behalf of his heirs, successors, assigns, executors, and representatives of any kind, releases and forever discharges the Company, its subsidiaries, affiliates, and divisions, and all their past, present, and future employees, directors, officers, agents, shareholders, insurers, attorneys, employee benefit plans and plan fiduciaries, executors, successors, assigns, and other representatives of any kind in their capacities as such (referred to in this Agreement collectively as “Released Parties”) from any and all claims, charges, demands, liabilities, or causes of action of any kind, known or unknown, arising through the date the Employee executes this Agreement, including, but not limited to, any claims, liabilities, or causes of action of any kind arising in connection with the Employee’s employment or termination of employment with the Company. The Employee also releases and waives any claim or right to further compensation, benefits, damages, penalties, attorneys’ fees, costs, or expenses of any kind from the Company or any of the other Released Parties, except that nothing in this release shall affect any rights the Employee may have under: (i) this Agreement; (ii) any funded retirement or 401(k) plan of the Company; or (iii) COBRA health insurance benefits that are determined as described above. Without limitation, the Employee waives any right or claim to reinstatement of the Employee’s employment with the Company. The claims that the Employee is releasing include, but are not limited to, claims for and/or claims for violations of: wrongful discharge; constructive discharge; breach of contract; tortious interference with contract; unlawful terms and conditions of employment; retaliation; defamation; invasion of privacy; unlawful conspiracy; discrimination, including any claims arising under the Age Discrimination In Employment Act of 1967, 29 U.S.C. §621 et seq. (“ADEA”); Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Federal Rehabilitation Act of 1973, 29 U.S.C. §701 et seq.; the Americans with Disabilities Act of 1990, ▇▇ ▇.▇.▇. §▇▇▇▇▇ et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq.; the Fair Labor Standards Act of 1938, 29 U.S.C. §201 et seq.; the Equal Pay Act of 1963, 29 U.S.C. §206(d) et seq....
General Releases. (a) Consultant, in consideration of this Agreement, releases and forever discharges the Company, GP, and their respective parents, affiliates and subsidiaries, and each of their respective current, former, and future, officers, directors, trustees, employees, agents, attorneys, successors, and assigns (hereinafter collectively "Releasees"), from all actions, causes of action, suits, debts, sums of money, covenants, agreements, promises, claims, and demands whatsoever, whether known or unknown, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise (collectively "Claims"), including, but not limited to, any claims relating to, or arising out of any aspect of Consultant's employment with the Company, or the termination of such employment, including, but not limited to:
(i) any and all claims of wrongful discharge, breach of the contract or equitable estoppel;
(ii) any and all claims for wages or employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act, the Fair Labor Standards Act, or any federal, state or local labor or benefits law;
(iii) any and all claims of employment discrimination on any basis, including, but not limited to, all claims under the following statutes and the amendments thereto, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 ("ADEA"), the Civil Rights Act of 1866, 42 U.S.C. ss. 1981, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Immigration Reform and Control Act of 1986, the New York State Executive Law, the New York City Human Rights Law, any and all claims under any other federal, state, or local civil or human rights law; and
(iv) any and all claims for monetary recovery, including, but not limited to, severance pay, back pay, front pay, liquidated, compensatory and punitive damages, and attorneys' fees, disbursements and costs; which against the Releasees, Consultant or Consultant's heirs, executors or administrators, ever had, now have, or hereinafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the Effective Date, other than Claims ("Unreleased Claims") relating to the enforcement of the provisions of this Agreement or of Consultant's rights to indemnification under the Company's certificate of incorporation and by-laws.
(b) The Company and GP, in consideration of this Agreement, ...
General Releases. (a) The Executive:
(i) agrees not to ▇▇▇ or file any charges of discrimination, or any other action or proceeding with any local, state and/or federal agency or court; and (ii) waives, discharges and releases the Company, WHX, their affiliates, subsidiaries, directors, officers, employees, representatives, agents and their successors and assigns from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, liabilities, damages, judgments, extents, executions, claims and demands, whether known or unknown, whatsoever, in law, admiralty or equity arising out of or relating in any way to the Executive's employment with the Company prior to the Tender Closing, or to the Executive's separation from employment with the Company prior to or contemporaneously with the Tender Closing. The claims covered by this paragraph (a) include, without limitation, claims under all laws, rules or regulations as currently in effect, or as may exist from time to time, relating to employment and related matters, including without limitation Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; the Civil Rights Act of 1866; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Worker Adjustment and Retraining Notification Act of 1988; the Older Workers Benefit Protection Act of 1990; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act of 1993; Fair Labor Standards Act; and any and all contract, tort, wrongful termination or other retaliation claims in connection with workers' compensation claims.
(b) The Company and WHX:
(i) agree not to ▇▇▇ or file any charges or any other action or proceeding with any local, state or federal agency or court; and
(ii) waive, discharge and release the Executive from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, liabilities, damages, judgments, extents, executions, claims and demands, whether known or unknown, whatsoever, in law, admiralty or equity, other than for any acts of Executive constituting embezzlement, fraud, or deliberate dishonesty; arising out of the Executive's empl...
General Releases. (a) For and in consideration of the severance benefits which the Executive will receive under the Employment Severance Agreement to which this Release Agreement is attached, the Executive fully and forever releases and discharges MedSource Technologies, Inc. ("Company") (which for purposes of this Agreement includes its present and former officers, directors, shareholders, employees, agents, investors, administrators, representatives, attorneys, affiliates, divisions, subsidiaries, parent corporations, predecessor and successor corporations and assigns) from any and all liability for any claim, duty, obligation, debt, covenant, cause of action or damages (collectively "Claims"), whether presently known or unknown, suspected or unsuspected, that Executive ever had, may have had or now have arising from any omission, act or fact that has occurred up to and including the date of this Agreement. Such released Claims include, but are not limited to: (i) any Claims arising out of or attributable to Executive's employment or the termination of employment with the Company; (ii) any Claims for wages, severance pay, bonuses, accrued vacation, personal days, holidays, sick days, stock, stock options, units, membership interests, attorneys fees, costs or expenses; (iii) all Claims arising under any agreement, understanding, promise or contract (express or implied, oral or written) between Executive and the Company; (iv) all Claims of wrongful termination, unjust dismissal, defamation, violation of the implied covenant of good faith and fair dealing libel or slander; (v) all Claims arising under tort law; (vi) any Claims arising under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference; (vii) any Claims arising under any federal, state or local constitution, statute, regulation or ordinance to the extent such claims may be validly waived including, without limitation, the Age Discrimination in Employment Act (the "ADEA"), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Employee Retirement Income Security Act; and (viii) any Claims for any other loss or damage.
(b) The Company, for itself and affiliated companies and its and their successors and assigns, hereby releases and forever discharges Executive from any and all claims based upon any act, omissio...
General Releases. (a) In consideration of the payments and promises made or to be made by Synergx under this Agreement, which represent consideration for signing this Agreement and are not salary, wages, or benefits to which ▇▇▇▇▇▇ was already entitled in connection with his employment with Synergx, ▇▇▇▇▇▇, on behalf of each of his heirs, executors, administrators, legal representatives, successors and assigns, and any other person or entity acting through his or on his behalf, releases and forever discharges Synergx, its present and former parent companies, subsidiaries, divisions, affiliated entities, predecessor entities, and their respective present and former officers, directors, trustees, administrators, executors, agents, owners, shareholders, attorneys, employees, successors and assigns, individually and in their official capacities, and their employee benefit plans and programs and their administrators and fiduciaries, together with their heirs, successors, assigns, executors, and legal representatives (collectively, the “Synergx Releasees”), from any and all claims, debts, obligations, liabilities, promises, grievances, agreements, liens, charges, demands, complaints, causes of action, damages or injuries of any kind or nature, whether arising under equity or at law, whether sounding in contract, tort or otherwise, whether known or unknown, arising out of any event, occurrence, or omission to date, which ▇▇▇▇▇▇ had, has or may have against the Synergx Releasees, from the beginning of the world until the Effective Date of this Agreement, including, without limitation, all claims for personal injury, negligence, wage-hour, wage-payment (and all wage orders and interpretations), pension, employee benefits, discrimination on the basis of gender, disability, age, sexual orientation, race, religion, creed, national origin or any other basis upon which denial of benefits, harassment, discrimination or retaliation in employment is prohibited by any federal, state or local statute, law, regulation or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefits Protection Act, as amended, the Equal Pay Act of 1963, the Family and Medical Leave Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, ...
General Releases. Each Seller, on behalf of itself, its spouse or domestic partner, if any, its affiliates, and, if applicable, its heirs, successors, beneficiaries and assigns and others who may claim through them, hereby waive and release and promise never to assert any claims or causes of action, whether or not now known, against the Company, the Buyer or any of their respective predecessors, successors, or past or present subsidiaries, parents, officers, directors, stockholders, agents, partners, members, managers, employees, assigns, attorneys and advisors and any affiliates thereof (the “Released Parties”) from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising on or prior to the Closing in connection with the Transferred Shares (collectively, “Claims”), which the Seller can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist or may hereafter accrue (other than with respect to an inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by such parties under this Agreement) including any Claims with respect to the valuation of the Transferred Shares, the transactions contemplated by this Agreement, the Seller Excluded Information or the Buyer Excluded Information; provided, however, that this Section 8 does not apply to a claim by the Buyer against a Seller or by a Seller against the Buyer for breach of this Agreement.
General Releases. The General Releases referred to in Section 5.3, duly executed by the persons referred to in such Section.
General Releases. (a) Each party hereto, respectively, on its own behalf and on behalf of its Affiliates (each such party and its Affiliates, a “Releasor”), effective on the Closing Date: (i) irrevocably and unconditionally releases, waives and forever discharges each other party to this Agreement and such other party’s respective officers, directors, stockholders, successors, Representatives and permitted assigns (each, a “Releasee”), from any and all claims and Liabilities, but only to the extent arising prior to the Closing (collectively all claims and Liabilities released pursuant to this Section 7.13(a)(i) are referred to as the “Released Claims”); and (ii) irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action or proceeding of any kind against any of the Releasees, based upon or in connection with any matter released or purported to be released pursuant to this Section 7.13(a).
(b) For the avoidance of doubt, this Section 7.13 does not constitute a release with respect to claims or Liabilities arising out of, based on or resulting from this Agreement, the Purchase Agreement, or the agreements or exhibits attached hereto and thereto. As used in this Agreement, “Liabilities” means, collectively, any debt, claim, cause of action, obligation, or liability.
General Releases. At the Closing, each Shareholder shall deliver general releases to MIOA, in form and substance satisfactory to MIOA and its counsel, releasing Company and the directors, officers, agents and employees of the Company from all claims through the Closing Date, except (i) as may be described in written contracts disclosed in the Disclosure Schedules and expressly described and excepted from such releases, and (ii) in the case of persons who are employees of the Company, compensation for current periods expressly described and excepted from such releases. Such releases shall also contain waivers of any right of contribution or other recourse against the Company with respect to representations, warranties or covenants made herein by the Company.
General Releases. The parties agree to exchange mutual general releases in the event of a lump sum payment to the Executive pursuant to the Change of Control provisions or Section 7(b).