General Xxxxxx and Release. Except as provided in Paragraph (e) below, the Executive and any person acting through or under the Executive hereby release, waive and forever discharge the Company, its past and present subsidiaries and affiliates, and their respective successors and assigns, and their respective past and present officers, trustees, directors, shareholders, Employees and agents of each of them, from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever (including without limitation attorneys’ fees and expenses), whether known or unknown, absolute, contingent or otherwise (each, a “Claim”), arising or which could have arisen up to and including the date of his execution of this Release, including without limitation those arising out of or relating to the Executive’s employment or cessation and termination of employment, or any other written or oral agreement, any change in the Executive’s employment status, any benefits or compensation, any tortious injury, breach of contract, wrongful discharge (including any Claim for constructive discharge), infliction of emotional distress, slander, libel or defamation of character, and any Claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, the Executive Retirement Income Security Act of 1974, or any other federal, state or local statute, law, ordinance, regulation, rule or Executive order, any tort or contract claims, and any of the claims, matters and issues which could have been asserted by the Executive against the Company or its subsidiaries and affiliates in any legal, administrative or other proceeding. the Executive agrees that if any action is brought in his name before any court or administrative body, the Executive will not accept any payment of monies in connection therewith.
General Xxxxxx and Release. As partial consideration for the right to participate in the Merger as a stockholder of the Company and receive the Per Share Merger Consideration, the Company Stockholder, on behalf of itself and any of its heirs, executors, beneficiaries, administrators, equityholders, partners, trustees, successors, assigns and controlled Affiliates, as applicable (each, a “Releasor”), hereby forever, unconditionally and irrevocably acquits, remises, discharges and releases, effective as of the Closing, the Company and its respective Affiliates (including Acquiror, the Company and the Surviving Corporation, after the Closing), each of their respective officers, directors, equityholders, employees, partners, trustees and Representatives, and each predecessor, successor and assign of any of the foregoing (collectively, the “Company Released Parties”), from any and all claims, obligations, liabilities, charges, demands and causes of action of every kind and character, whether accrued or fixed, absolute or contingent, matured or unmatured, suspected or unsuspected or determined or determinable, and whether at law or in equity, which any Releasor now has, ever had or may have against or with the Company Released Parties, or any of them, in any capacity, whether directly or derivatively through another Person, for, upon, or by reason of any matter, cause or thing, whatsoever, on or at any time prior to the Closing, relating to the Company Stockholder’s relationship as an equityholder of, or service provider to, the Company and agrees not to bring or threaten to bring or otherwise join in any Action against the Company Released Parties, or any of them, for, upon, or by reason of any matter, cause or thing, whatsoever, on or at any time prior to the Closing relating to the Company Stockholder’s relationship as an equityholder of, or service provider to, the Company; provided, however, that to the extent applicable to each Releasor, the claims, obligations, liabilities, charges, demands and causes of action released pursuant to this Section 1.13 (collectively, the “Released Claims”) does not apply to the following: (i) regular salary and vacation that is accrued and earned but unpaid by the Company at the Closing; (ii) any unreimbursed travel or other expenses and advances that are reimbursable under the current policies of the Company; (iii) any benefits that are accrued, vested and earned but unpaid at the Closing under any employee benefit plan of the Company or any rights un...
General Xxxxxx and Release. In consideration of their respective obligations under the Severance Agreement in connection with and following the Executive’s termination of employment with the Company and its affiliates, and subject to the limitations set forth in Section 2 hereof, the Company, on the one hand, does hereby release and forever discharge the Executive, and the Executive, on the other hand, does hereby release and forever discharge the Company, its present, former, and future shareholders, affiliates, direct and indirect parents, subsidiaries, successors, directors, officers, employees, agents, attorneys, heirs, and assigns (the “Company Parties” and, together with the Executive, the “Released Parties”), from any and all claims, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, damages, liabilities, attorneys’ fees, covenants, contracts, and agreements that the Executive may have against the Company Parties or the Company Parties may have against the Executive, or in the future may possess based on events occurring during the term of the Executive’s employment with the Company arising out of (i) the Executive’s employment relationship with or service as an employee or officer of the Company and its affiliates or the termination of such relationship or service or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date the Executive signs this Release, with respect to each other, including, but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act of 1993, or any other federal or state or local law or any foreign jurisdiction, whether such claim arises under statute, common law, or in equity, and whether or not any of the Released Parties are presently aware of the existence of such claim, damage, action or cause of action, suit, or demand (collectively, including claims, actions, and causes of action set forth in Section 1(b) below, the “Claims”). The Executive and the Company Parties also do forever release, discharge, and waive any right the Executive or the Company Parties may have to recover in any proceeding brought by any federal, state, or local agency against the Company Parties and the Executive, respectively, to enforce any laws. ...
General Xxxxxx and Release. By signing this Agreement, I waive and release any and all claims, known or unknown, arising on or before the date I sign this Agreement, that I have or might have against the University, Kansas Board of Regents, and State of Kansas and their Regents, officers, affiliates, employees, representatives, and agents, as well as all of their respective past and present Regents, affiliates, officers, employees, representatives, and agents (collectively, “Released Parties”), subject only to the exceptions identified in Section 6 below regarding Claims not Waived and Released. These waived and released claims include but are not limited to: (i) claims that in any way relate to my employment, separation from employment and other dealings of any kind with any Released Party or Parties; (ii) claims of unlawful discrimination, harassment, retaliation, or other alleged violations arising under the United States and Kansas constitutions, Titles VI and VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Age Discrimination Act of 1975, the Age Discrimination in Employment Act of 1967, Executive Order 11246, Title IX of the Education Amendments of 1972, Sections 503 and 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Jobs for Veterans Act of 2002, the Kansas Acts Against Discrimination, 42 U.S.C. § 1981, 42 U.S.C. § 1983, 42 U.S.C. § 1985, 42 U.S.C. § 1988, the Employee Retirement Income Security Act (“ERISA”), inclusive with COBRA, K.S.A. §44-1001, et seq., or any other state, federal, or local law, statute, public policy, order, ordinance, or regulation; (iii) claims of wrongful discharge, tort, defamation, misrepresentation, fraud, detrimental reliance, breach of alleged contractual obligations, negligence, and violation of public policy; and (iv) claims for monetary damages, other personal recovery or relief, costs, expenses, and attorneys’ fees of any kind. I agree not to initiate any legal proceedings related to any matters released in this Agreement. Nothing in this Agreement prevents me from filing a charge of discrimination with the United States Equal Opportunity Commissions (EEOC) (or any other federal, state, or local agency), or from participating in any investigation or other proceeding involving such an agency, but by signing this Agreement, I am waiving my right to recover any monetary or other damages and/or attorneys’ fees in any claim or lawsuit brought by or through the EEOC re...
General Xxxxxx and Release. Each Shareholder does hereby, on behalf of itself and its Affiliates, successors and assigns and any other Person or entity claiming by, through or under any of the foregoing (collectively, the “Releasing Parties”), effective as of, and contingent upon, the Closing, unconditionally and irrevocably release, waive and forever discharge the Company, PubCo, SPAC, each of their predecessors and successors and each of their respective past, present and future directors, officers, employees, agents, assigns, stockholders, partners, Subsidiaries and Affiliates (collectively, the “Company Parties”) from any and all claims, demands, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from such Releasing Party’s actual or purported ownership of Company Shares or the Transactions including arising from such Shareholder’s status on or prior to the Closing of the Transactions as a stockholder, equity interest holder, investor, lender, debtor, representative or Affiliate of the Company, including, without limitation, in connection with the adoption by the board of directors of the Company and the shareholders thereof of the Merger Agreement (the “Released Claims”), provided in no event shall the Released Claims be deemed to include a release or discharge of (a) any of such Releasing Party’s rights expressly set forth in this Agreement, the Merger Agreement or the exhibits thereto, or the Transaction Agreements, (b) any rights to indemnification, exculpation, reimbursement, contribution, payment or advancement of expenses, or hold harmless and liability exculpation covenants, agreements and obligations of the Company or any of its Subsidiaries that such Shareholder may have as a director, officer or employee of the Company or any of its Subsidiaries, or any of their respective successors under or pursuant to (i) any contract of insurance covering directors and officers of the Company or its Subsidiaries prior to the Closing, or in the case of such Affiliate’s capacity as a director or officer of the Company or its Subsidiaries prior to the Closing, under the indemnification provisions of the Company (or any such Subsidiary’s) certificate of incorporation or bylaws, (ii) under applicable Law or (iii) as otherwise set forth in the Merger Agreement, or (c) any rights to receive unpaid compensation or benefits as an employee of any Company Party. Each Shareholder represents and warran...
General Xxxxxx and Release. I release and forever discharge and hold harmless the University of Indianapolis and its affiliated organizations, directors, officers, employees and agents, and their successors and assigns, from any and all liability, claims, and demands of whatever kind or nature, either in law or in equity, which arises or may hereafter arise from my accepting participation in this course, whether such liability, claims or demands results from travel, from disease, consumption of food, or from civil unrest or otherwise. I understand and acknowledge that this Release discharges University of Indianapolis from any liability or claim with respect to any bodily injury, personal injury, illness, death, monetary loss or property damage that may result from my participation in this course. I understand that University of Indianapolis assumes no responsibility for or obligation to provide financial assistance or other assistance, including but not limited to medical, health, or disability insurance, in the event of injury, illness, death, accident, monetary loss or property damage.
General Xxxxxx and Release. In exchange for the benefits that Delta is providing under the Plan, this Agreement, the Initial Equity Award Agreement, the 2024 MIP and the LTIPs, I hereby agree as follows:
a. Except for the rights and obligations provided by or arising under the Plan, this Agreement, and any rights I may have under any broad-based benefit plan sponsored by Delta, the Delta 401(k) Retirement Plan, the Delta Air Lines, Inc. Performance Compensation Plan (or any successor thereto), Delta’s vacation and Paid Personal Time policies regarding the eligibility of departing employees to receive payment for unused, earned vacation or Paid Personal Time, or any right I may have to indemnification by Delta, I hereby release, acquit, withdraw, retract and forever discharge any and all claims, causes of action, costs, or expenses, known or unknown, fixed or contingent, which I now have or may have hereafter, directly or indirectly, personally or in a representative capacity, against Delta, including its predecessors and successors, and its subsidiaries and affiliates and all of their respective current and former administrators, fiduciaries, parents, subsidiaries, plans, affiliates, members of the Boards of Directors, officers, directors, shareholders, representatives, agents, employees, plan administrators, and all other persons acting through or in connection with Delta, or its current and former predecessors, successors, subsidiaries, and affiliates (each a “Released Party”) by reason of any matter, conduct, claim, event, act, omission, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement, arising out of, related to, or in connection with my employment with and termination from Delta, its subsidiaries, or affiliates. This general waiver and release includes, but is not limited to, all claims, manner of actions, and causes of action, known or unknown, fixed or contingent, which arise under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Georgia Sex Discrimination in Employment Code; the City of Atlanta Fair Private Employment Ordinance; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Georgia Age Discrimination in Employment Act; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Georgia Equal Employment for Persons with Disabilities Code; the Worker Adjustment and Retraining Notification Act; 42 U.S.C. §§ 1981 throug...
General Xxxxxx and Release. By signing this Agreement, I waive and release any and all claims, known or unknown, arising on or before the date I sign this Agreement, that I have or might have against the University, Kansas Board of Regents, and State of Kansas and their officers, affiliates, employees, representatives and agents, as well as all of their respective past and present affiliates, officers, employees, representatives and agents (collectively, “Released Parties”), subject only to the exceptions identified in Section 6 below regarding Claims not Waived and Released. These waived and released claims include but are not limited to: (i) claims that in any way relate to my employment, separation from employment and other dealings of any kind with any Released Party or Parties; (ii) claims of unlawful discrimination, harassment, retaliation, or other alleged violations arising under the United States and Kansas constitutions, Titles VI and VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Age Discrimination Act of 1975, the Age Discrimination in Employment Act of 1967, Executive Order 11246, Title IX of the Education Amendments of 1972, Sections 503 and 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Jobs for Veterans Act of 2002, the Kansas Acts Against Discrimination, 42 U.S.C. § 1981, 42 U.S.C. § 1983, 42 U.S.C. § 1985, 42 U.S.C. § 1988, the Employee Retirement Income Security Act (“ERISA”), inclusive with COBRA, K.S.A. §44-1001, et seq., or any other state, federal, or local law, statute, public policy, order, ordinance, or regulation; (iii) claims of wrongful discharge, tort, defamation, misrepresentation, fraud, detrimental reliance, breach of alleged contractual obligations, negligence, and violation of public policy; and (iv) claims for monetary damages, other personal recovery or relief, costs, expenses, and attorneys’ fees of any kind. I agree not to initiate any legal proceedings related to any matters released in this Agreement. Nothing in this Agreement prevents me from filing a charge of discrimination with the United States Equal Opportunity Commissions (EEOC) (or any other federal, state, or local agency), or from participating in any investigation or other proceeding involving such an agency, but by signing this Agreement, I am waiving my right to recover any monetary or other damages and/or attorneys’ fees in any claim or lawsuit brought by or through the EEOC related in any way to ...
General Xxxxxx and Release. You agree that neither the First Retention Bonus nor the Second Retention Bonus to which you may become entitled hereunder shall become payable to you until you execute prior to the payment of each such amount, a general waiver and release of all claims, including those under the CIC Severance Pay Plan, in favor of Parent, the Company and their respective subsidiaries and affiliates, and others related to such entities (including but not limited to their respective directors, officers and employees), in a form which is a customary waiver and release of Parent, and such waiver and release becomes effective.
General Xxxxxx and Release. You agree that the amounts to which you may become entitled under Section 2 or Section 3(a), as applicable, will become payable to you only if (a) you execute, prior to the payment of such amounts, a general waiver and release of all claims up to the date such release is executed, including those under the Separation Pay Agreement, in favor of Parent, the Company and their respective Affiliates, and others related to such entities (including their respective directors, officers and employees), substantially in the form attached as Exhibit A, and (b) such waiver and release becomes effective and irrevocable (the date of such effectiveness and irrevocability, the “Release Effective Date”, which date shall be no later than 60 days after the Transition Date or, if earlier, your date of termination).
