Release and Discharge of Claims. You and the Company agree that the release set forth herein will be, and will remain, in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. a. In consideration of the covenants undertaken herein by the Company, you on your own behalf, and on behalf of your heirs, family members, beneficiaries, trusts, trustees, executors, and assigns, hereby covenant not to xxx and fully release and discharge the Released Parties and any Employee Benefit Plans funded, maintained or administered by any of the Released Parties, from any and all disputes, claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders or liabilities of whatever kind or nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which you now have, or at any time have had, arising out of your employment relationship with the Company or termination thereof or any other events, transactions, occurrences, acts or omissions related to any of the Released Parties, which occurred prior to your execution of this Agreement except as provided in the last paragraph of Section 3 above (the “Claims”). Your release of any such Claims includes, but is not limited to, any action under any foreign, federal, state or local constitution, statute, ordinance, rule, regulation or common law. The Claims that you are releasing in this Agreement, include, without limitation: i. all Claims arising out of or in any way connected with your employment with the Company or the termination thereof (including, without limitation, any Claims for wages, separation pay, bonuses, employee benefits, whether related to the Company’s policies or benefit plans, and damages of any kind) with the exception of any claims that, by statute, may not be waived or released, such as claims for unemployment insurance benefits, workers’ compensation, statutory indemnity and any claims for breach of this Agreement; ii. all Claims arising out of any employment agreement or any other contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, or arising under the Company’s written policies relating to employment, employment discrimination or harassment; iii. any and all Claims under the law of any jurisdiction including those arising out of common law, whether sounding in contract or in tort, including, but not limited to, wrongful discharge of employment, constructive discharge, termination in violation of public policy, retaliation, discrimination, harassment, failure to accommodate, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), promissory estoppel, quantum meruit, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, fraud, negligent or intentional interference with contract or prospective economic advantage, conversion, unfair business practices, conspiracy, defamation, libel, slander, negligence, personal injury, invasion of privacy, failure to pay compensation of any kind and/or failure to pay equal compensation for equal work; iv. all Claims arising out of any federal, state, municipal or other governmental statute, ordinance or wage order, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Federal Age Discrimination in Employment Act of 1967 (“ADEA”), the Family and Medical Leave Act of 1993, the Equal Pay Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, the National Labor Relations Act (“NLRA”), the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Federal Fair Credit Reporting Act, the California Fair Employment and Housing Act, the California Family Rights Act, all provisions of the California Labor Code, including but not limited to Section 201, et seq., the California Government Code, the California Business and Professions Code Section 17200 et seq., the Orders of the California Industrial Welfare Commission, and any similar laws or regulations, whether local, state or federal; v. to the extent permitted by law, any Claims or rights that you may have to monetary damages in connection with any proceeding before the Equal Employment Opportunity Commission (“EEOC”) or any similar state or local agency; vi. any Claims arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as a result of this Agreement; and vii. any and all Claims for attorneys’ fees and costs.
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Samples: Executive Severance and Arbitration Agreement (TiVo Corp), Executive Severance and Arbitration Agreement (TiVo Corp), Executive Severance and Arbitration Agreement (TiVo Corp)
Release and Discharge of Claims. You and the Company agree that the release set forth herein will be, and will remain, in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement.
a. In consideration of the covenants undertaken herein by the Company, you on your own behalfand to the fullest extent permitted by law, and on behalf of your heirs, family members, beneficiaries, trusts, trustees, executors, and assigns, Employee hereby covenant covenants not to xxx and fully release releases and discharge the Released Parties discharges American Apparel, Inc., all of its divisions, and any Employee Benefit Plans fundedall of its parent, maintained or administered by any related, successor, predecessor-in-interest, subsidiary and affiliated companies and entities, and each of the Released Partiestheir respective officers, from directors, shareholders, partners, limited partners, agents, employees, representatives, independent contractors, payroll companies, attorneys, insurers, licensees and assigns, past and present, (all of which and whom are collectively referred to as “Company Releasees”), with respect to and from, any and all disputes, claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders or and liabilities of whatever kind or nature, nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which you Employee now haveowns or holds, or at previously owned or held, or may in the future hold against said Company Releasees, or any time have hadof them, arising out of your of, grounded upon, or in any way connected with Employee’s employment relationship with the Company or Company, the termination thereof of that employment, the Employment Agreement, termination of the Employment Agreement, or any other events, transactions, occurrences, acts or omissions related to or any loss, damages or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company Releasees, or any of the Released Partiesthem, which occurred committed or omitted prior to your execution of the date Employee signs this Agreement except as provided in the last paragraph of Section 3 above (the “Claim or Claims”). Your Employee’s release of any such Claim or Claims includes, but is not limited to, any action under arising out of any foreign, federal, state or local constitution, statute, ordinance, ruleregulation, regulation or common law. The Claims that you are releasing in this Agreement, include, without limitation:
i. all Claims arising out of or in any way connected with your employment with the Company or the termination thereof (including, without limitation, any Claims for wages, separation pay, bonuses, employee benefits, whether related to the Company’s policies or benefit plans, and damages of any kind) with the exception of any claims that, by statute, may not be waived or released, such as claims for unemployment insurance benefits, workers’ compensation, statutory indemnity and any claims for breach of this Agreement;
ii. all Claims arising out of any employment agreement or any other contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, or arising under the Company’s written policies relating to employment, employment discrimination or harassment;
iii. any and all Claims under the law of any jurisdiction including those arising out of common law, whether sounding in contract or in tort, including, but not limited to, wrongful discharge of employment, constructive discharge, termination in violation of public policy, retaliation, discrimination, harassment, failure to accommodate, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), promissory estoppel, quantum meruit, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, fraud, negligent or intentional interference with contract or prospective economic advantage, conversion, unfair business practices, conspiracy, defamation, libel, slander, negligence, personal injury, invasion of privacy, failure to pay compensation of any kind and/or failure to pay equal compensation for equal work;
iv. all Claims those arising out of any federal, state, municipal or other governmental statute, ordinance or wage order, including, without limitation, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Federal Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967 (“ADEA”)Act, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Older Workers Benefit Protection Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the National Labor Relations Act (“NLRA”), the Employee Retirement Income Security Act of 1974Act, the Worker Adjustment and Retraining Notification Act, the Federal Fair Credit Reporting California Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, all provisions of the California Labor Code, including but not limited to Section 201, et seq., the California Government Code, the California Insurance Code, the California Business and & Professions Code Section 17200 et seq.Code, the Orders of the California Industrial Welfare CommissionCommission regulating wages, hours, and working conditions; any similar laws or regulationsother foreign, whether localfederal, state or local law prohibiting employment discrimination or otherwise regulating employment; any Claim or Claims for discrimination, failure to prevent discrimination, retaliation, failure to prevent retaliation, harassment, failure to prevent harassment, assault, battery, misrepresentation, fraud, deceit, invasion of privacy, breach of contract, breach of quasi‑contract, breach of implied contract, an accounting, wrongful or constructive discharge, breach of the covenant of good faith and fair dealing, libel, slander, negligent or intentional infliction of emotional distress, violation of public policy, negligent supervision, negligent retention, negligence, or interference with business opportunity or with contracts; and any Claim or Claims for severance pay, vacation pay, commissions, bonus or similar benefit, sick leave, pension, retirement, retirement bonus, holiday pay, life insurance, provided, however, that this release shall not affect any right or claim that may not be waived as a matter of law as more explicitly set forth in Paragraph 3(b) below, and provided further, however, that this release shall not affect any right or claim that Employee may have to health or medical insurance or to reimbursement of health or medical costs already incurred. Employee hereby warrants and represents that there is not now pending any complaint, lawsuit, charge and/or other claim filed by him against Company or any of the Company Releasees, with any court or government agency or entity or arbitration tribunal asserting any Claim or Claims released herein.
b. Employee understands that nothing in this Agreement shall be construed to prohibit him from filing a charge with, or participating in any investigation or proceeding conducted by the EEOC, National Labor Relations Board, and/or any federal;
v. , state or local agency. Notwithstanding the foregoing, Employee hereby warrants and represents that he shall not seek and that he waives any and all rights to recover monetary damages in any charge, complaint, or lawsuit filed by him or by anyone else on his behalf based on events occurring prior to the date of this Agreement. Employee further understands that this Agreement does not release: (1) any claim for vested benefits under any ERISA plan; (2) any claim that this Agreement has been breached; (3) any claim that cannot be released by private agreement, including, but not limited to, claims for benefits for occupational injury or illness under California workers’ compensation law or claims for unemployment insurance benefits; or (4) any rights to indemnification or coverage under directors and officers liability insurance policies Employee may have under his Employment Agreement, Company’s certificate of incorporation, bylaws, or any indemnification agreement entered into between Employee and Company and any rights Employee may have under any applicable directors and officers insurance policies maintained by Company. Further, Employee understands that nothing herein prohibits him from bringing claims against Company based on events that occur after the date of this Agreement.
c. Employee expressly acknowledges, understands and agrees that this Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination In Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). In accordance with the Older Workers Benefit Protection Act, the following terms and conditions apply to and are part of the wavier and release of ADEA claims under this Agreement: (i) This waiver and release of claims under the ADEA does not cover rights or claims that may arise after the date on which Employee signs this Agreement. (ii) Employee has been and is advised to consult an attorney before signing this Agreement. (iii) Employee is granted twenty-one (21) days after he is presented with this Agreement to decide whether or not to sign it and if Employee does not accept this Agreement by delivering to Employer an original of this Agreement signed by Employee prior to the end of such 21-day period, the offer set forth herein shall be deemed withdrawn. (iv) Employee has the right to revoke the waiver and release of claims under the ADEA within seven (7) days of his signing of this Agreement (“Revocation Date”), and this Agreement shall not become effective or enforceable until this revocation period has expired. Revocation may be made by delivering a written notice of revocation to American Apparel, Inc., Attn: Xxxx Xxxxxxxx, Chief Financial Officer, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000. For revocation to be effective, written notice must be actually received by Xxxx Xxxxxxxx no later than the close of business on the seventh (7th) calendar day after Employee signs this Agreement. Employee hereby acknowledges and agrees that he is knowingly and voluntarily waiving and releasing his rights and claims only in exchange for consideration (something of value) in addition to anything of value to which he is already entitled.
d. In consideration of the covenants undertaken herein by Employee, and to the fullest extent permitted by law, Company hereby covenants not to xxx and fully releases and discharges Employee and his heirs, estate, personal representatives, executors, administrators and assigns, past and present, (all of which and whom are collectively referred to as “Employee Releasees”), with respect to and from, any and all claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Company now owns or holds, or previously owned or held, or may in the future hold against said Employee Releasees, or any of them, arising out of, grounded upon, or in any way connected with Employee’s employment relationship with the Company, the termination of that employment, the Employment Agreement, termination of the Employment Agreement, or any other transactions, occurrences, acts or omissions or any loss, damages or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Employee Releasees, or any of them, committed or omitted prior to the date Employee signs this Agreement (“Claim or Claims”). Company hereby warrants and represents that there is not now pending any complaint, lawsuit, charge and/or other claim filed by it against Employee or any of the Employee Releasees, with any court or government agency or entity asserting any Claim or Claims released herein. Company also warrants and represents that its shall not seek nor be entitled to recovery from Employee or rights that you may have to monetary damages any of the Employee Releases in connection with any proceeding before Claim or Claims released herein. Notwithstanding the Equal Employment Opportunity Commission (“EEOC”) foregoing, this release does not affect any defense, right, claim, or remedy as to any Employee claim excluded from Employee’s release of claims in this Paragraph 3, including without limitation, the exclusion from release of any right or claim that Employee may have to health or medical insurance or to reimbursement of health or medical costs already incurred.
e. As part of the release of claims herein, and not by way of limitation, each party expressly waives all of his or its rights under Section 1542 of the California Civil Code or any similar state or local agency;
vi. any Claims arising out law of any dispute over other jurisdiction. California Civil Code Section 1542 states: 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. Each party understands and agrees that he or it may hereafter discover claims or facts in addition to or different from those which he or it, respectively, now knows or believes to be true with respect to the non-withholding or other tax treatment of any of the proceeds received by you as a result subject matters of this Agreement; and
vii. , but that it is nevertheless each party’s intention by signing this Agreement to fully, finally and forever release any and all Claims for attorneys’ fees and costsclaims, whether now known or unknown, suspected or unsuspected, which now exist, may exist, or previously have existed as set forth herein.
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