Common use of Release and Covenant Clause in Contracts

Release and Covenant. The Executive, of his own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, shareholders, successors, and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements, or other claims that the Executive, and his dependents, relatives, heirs, executors, administrators, successors, and assigns who are claiming through him, has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever arising out of his employment by the Company and the cessation of said employment or any claim for compensation, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, and any other federal, state or local law, regulation or ordinance, or public policy, contract, or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. Notwithstanding the foregoing, this Release shall not, and is not intended to, waive or release any claim the Executive or any of his heirs, relatives, dependents, executors, administrators, successors, or assigns has (a) under any directors or officers insurance policy under which the Executive is covered; (b) for payment of vested benefits under any employee benefit or welfare plan of the Company or its affiliates in which the Executive was a participant on the effective date of the termination of his employment by the Company; (c) for indemnification under statutory corporate law, the Bylaws and Articles of Incorporation of the Company or any of its subsidiaries, and the Indemnification Agreement executed by the Executive and the Company; and (d) for payment of the benefits, compensation, and reimbursable expenses set forth under Section 11 of the Employment Agreement or under the Indemnification Agreement.

Release and Covenant. The Executive, of his own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, shareholdersstockholders, successors, successors and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements, agreements or other claims that which the Executive, and his dependents, relatives, heirs, executors, administrators, successors, successors and assigns who are claiming through him, has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever arising out of his employment by the Company and the cessation of said employment or any claim for compensation, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, and any other federal, state or local law, regulation or ordinance, or public policy, contract, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. Notwithstanding the foregoing, this Release shall not, and is not intended to, waive or release any claim the Executive or any of his heirs, relatives, dependents, executors, administrators, successors, successors or assigns has (a) under any directors or officers insurance policy under which the Executive is covered; (b) for payment of vested benefits under any employee benefit or welfare plan of the Company or its affiliates in which the Executive was a participant on the effective date of the termination of his employment by the Company; , (c) for indemnification under statutory corporate law, the Bylaws and Articles of Incorporation of the Company or any of its subsidiaries, and the Indemnification Agreement executed by the Executive and the Company; , and (d) for payment of the benefits, compensation, and reimbursable expenses set forth under Section 11 of the Employment Agreement or under the Indemnification Agreement.

Release and Covenant. The Executive, of his own free will, voluntarily and unconditionally releases and forever discharges the CompanyHSB Group, Inc., its subsidiaries, parents, affiliates, their directors, officers, employees, agents, shareholdersstockholders, successorssuccessors and assigns, and assigns (both individually and in their official capacities with the Company) capacities, (the “Company Releasees”collectively referred to as "Releases") from, and covenants not to xxx or proceed against any of the foregoing on the basis of, any and all past or present causes of action, suits, agreements, agreements or other claims that which the Executive, and his dependents, relatives, heirs, executors, administrators, successors, successors and assigns who are claiming through him, has or may hereafter have from the beginning against any of time to the date hereof against the Company or the Company Releasees them upon or by reason of any matter, cause or thing whatsoever whatsoever, including, but not limited to, any matters arising out of his employment by the Company and the cessation termination of said employment or any claim for compensationhis position as Chairman, President and Chief Executive Officer of the Company (and as an officer and/or director of various subsidiaries and affiliates of the Company), and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Connecticut Human Rights and Opportunities Law, each as amended, and any other federal, federal or state or local law, regulation or ordinance, or public policy, contract, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. Notwithstanding the foregoing, this This Release shall not, and is not intended tohowever, waive or release constitute a waiver of any claim the Executive or any vested pension rights of his heirs, relatives, dependents, executors, administrators, successorsExecutive, or assigns has (a) under be construed to prohibit Executive from bringing appropriate proceedings to enforce this Agreement. Executive further agrees that he will not seek or be entitled to any directors personal recovery in any claim, charge, action or officers insurance policy under which the Executive is covered; (b) for payment of vested benefits under any employee benefit or welfare plan of the Company or its affiliates in which the Executive was a participant on the effective date of the termination of his employment by the Company; (c) for indemnification under statutory corporate law, the Bylaws and Articles of Incorporation of proceeding whatsoever against the Company or any of its subsidiaries, and the Indemnification Agreement executed by the Executive and the Company; and (d) Releases for payment any of the benefits, compensation, and reimbursable expenses matters set forth under Section 11 of the Employment Agreement or under the Indemnification Agreementin this Release.

Release and Covenant. The Executive, of his own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, shareholders, successors, and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements, or other claims that the Executive, and his dependents, relatives, heirs, executors, administrators, successors, and assigns who are claiming through him, has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever arising out of his employment by the Company and the cessation of said employment or any claim for compensation, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, and any other federal, state or local law, regulation or ordinance, or public policy, contract, or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. Notwithstanding the foregoing, this Release shall not, and is not intended to, waive or release any claim the Executive or any of his heirs, relatives, dependents, executors, administrators, successors, or assigns has (a) under any directors or officers insurance policy under which the Executive is covered; (b) for payment of vested benefits under any employee benefit or welfare plan of the Company or its affiliates in which the Executive was a participant on the effective date of the termination of his employment by the Company; (c) for indemnification under statutory corporate law, the Bylaws and Articles of Incorporation of the Company or any of its subsidiaries, and the Indemnification Agreement executed by the Executive and the CompanyCompany dated as of January 9, 2018 (the “Indemnification Agreement”); and (d) for payment of the benefits, compensation, and reimbursable expenses set forth under Section 11 of the Employment Agreement or under the Indemnification Agreement; and (e) for payment of any amounts earned and not yet paid in accordance with the terms of that certain Bonus Agreement dated April 1, 2022, as amended from time to time.

Release and Covenant. The Executive, of his own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiariesColony Capital, parentsLLC, Xxxxxxxx Colony Partners LLC and Xxxxxxxx Partners LLC and each of their parent companies, subsidiaries and affiliates, and each of their directorsrespective past and present agents, employees, managers, representatives, officers, employeesdirectors, agentsattorneys, accountants, trustees, shareholders, successorspartners, investors, insurers, heirs, predecessors-in-interest, advisors, successors and assigns (both individually and in their official capacities with the Company) (collectively, the “Company ReleaseesReleased Parties”) from, and covenants not to xxx or proceed against any of the foregoing on the basis of, any and all past or present causes of action, suits, agreements, agreements or other rights or claims that which the Executive, and his dependents, relatives, heirs, executors, administrators, successors, successors and assigns who are claiming through him, has or may hereafter have from against any of the beginning of time to the date hereof against the Company or the Company Releasees Released Parties upon or by reason of any matter, cause or thing whatsoever matter arising out of his employment by the Company and the cessation of said employment or any claim for compensationemployment, as of the date of execution of this General Release, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 19671967 (including the Older Workers Benefit Protection Act of 1990), the Rehabilitation Act of 1973, the Employee Retirement Income Security Family and Medical Leave Act of 1974, the Older Workers Benefit Protection Act of 19901993, the Americans with Disabilities Act of 1990, the Employment Retirement Income Security Act of 1974, the Nevada Fair Employment Practices Act, the labor laws of the United States, and Nevada and any other federal, state or local law, regulation or ordinance, or public policy, contract, contract or tort law law, having any bearing whatsoever on the terms and conditions or cessation of his employment or termination of employmentwith the Company. Notwithstanding the foregoing, this Release shall notthe Executive expressly reserves, and is does not intended towaive, waive or release any claim the Executive or any of his heirs, relatives, dependents, executors, administrators, successors, or assigns has (a) his direct and indirect rights under any directors or officers insurance policy under which that Second Amended and Restated Operating Agreement of Xxxxxxxx Colony Partners LLC, dated as of November 7, 2007, as the Executive is covered; same may be amended from time to time, (b) for payment his direct and indirect rights under that Amended and Restated Operating Agreement of vested benefits under any employee benefit or welfare plan Xxxxxxxx Partners LLC, dated as of November 7, 2007, as the Company or its affiliates in which the Executive was a participant on the effective date of the termination of his employment by the Company; same may be amended from time to time, (c) for indemnification his direct and indirect rights under statutory corporate lawthat Amended and Restated Operating Agreement of FCP Voteco, LLC dated as of November 7, 2007, as the Bylaws and Articles of Incorporation of the Company or any of its subsidiariessame may be amended from time to time, and the Indemnification Agreement executed by the Executive and the Company; and (d) for payment his direct and indirect rights under that Equityholders Agreement of Station Casinos, Inc., Xxxxxxxx Colony Partners LLC and Xxxxxxxx Partners LLC, dated as of November 7, 2007, as the benefits, compensationsame may be amended from time to time, and reimbursable expenses set forth under Section 11 of the Employment Agreement or (e) his rights under the Indemnification Surviving Sections (as defined in the Separation Agreement).

Release and Covenant. The Executive, of his own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, shareholdersstockholders, successors, successors and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, from any and all past or present causes of action, suits, agreements, agreements or other claims that which the Executive, and his dependents, relatives, heirs, executors, administrators, successors, successors and assigns who are claiming through him, has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever whatsoever, including, but not limited to, any matters arising out of his employment by the Company and the cessation of said employment or any claim for compensationemployment, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, 1990 and any other federal, state or local law, regulation or ordinance, or public policy, contract, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. Notwithstanding the foregoing, this This Release shall not, however, constitute a waiver of any of the Executive’s rights: (i) under Section 2 of the Retirement Agreement; (ii) to convert life insurance policies or plans in accordance with the terms of the Company’s plans and is not intended toprograms, waive or release as amended from time to time; (iii) to any claim for indemnification under the Executive policies or any of his heirs, relatives, dependents, executors, administrators, successors, or assigns has (a) under any directors or officers insurance policy under which the Executive is covered; (b) for payment of vested benefits under any employee benefit or welfare plan governing instruments of the Company Company, including the advance of costs and expenses relating to any claims for which indemnification may be available, respecting acts or its affiliates omissions in which connection with the Executive was Executive’s service as a participant on the effective date director or officer or employee of the termination of his employment by the Company; (civ) for indemnification to any claim with respect to insurance coverage under statutory corporate law, the Bylaws and Articles of Incorporation any of the Company Company’s directors’ and officers’ liability insurance policies; (v) relating to claims that might arise after the date the Release is signed; or any of its subsidiaries, and the Indemnification Agreement executed (vi) that cannot be released by the Executive and the Company; and (d) for payment of the benefits, compensation, and reimbursable expenses set forth under Section 11 of the Employment Agreement or under the Indemnification Agreementlaw.