Common use of Release and Waiver of All Claims Clause in Contracts

Release and Waiver of All Claims. You knowingly and voluntarily release and forever discharge the Company from any and all claims, known and unknown, which you have or may have against the Company at any time prior to the date of the execution of this Agreement, including, but not limited to: • a release of any rights or claims he/she may have under the Americans with Disabilities Act (“ADA”), which prohibits discrimination on the basis of disability; • the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment; • the Older Worker’s Benefit Protection Act; • Title VII of the Civil Rights Act of 1964, as amended, which prohibits retaliation and discrimination in employment based on race, color, national origin, religion or sex; • the Family and Medical Leave Act; • the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended; • the Fair Labor Standards Act (“FLSA”); • the New York Human Rights Law (“NYHRL”); • the New York Executive Law; • the New York Labor Law; • any other federal, state or local law or regulation prohibiting employment discrimination; • claims for wrongful discharge, whether based on claimed violations of statute or based on claims in contract or tort, common law or equity; • claims for failure to pay wages due or other moneys owed (including claims for unpaid vacation pay); • claims of fraud, misrepresentation, defamation, interference with prospective economic advantage; • claims of intentional or negligent infliction of emotional distress; and • claimed violations of any other federal, state, civil or human rights law, or any other alleged violation of any local, state or federal law, regulation or ordinance, and/or public policy, contract, or tort, or common law having any bearing whatsoever on the terms and conditions and/or cessation of employment with the Company, including but not limited to, any allegations for costs, fees or other expenses, including attorneys’ fees, incurred in these matters which you ever had, now have, or may have as of the date you execute this release. With the sole exception of a claim under the Older Workers Benefit Protection Act (“OWBPA”), which is discussed in the next paragraph below, you agree not to initiate any legal action, charge or complaint (“action”) against the Company in any forum whatsoever and to immediately discontinue any such action previously commenced. Further, to the extent any such action has been or is brought, you expressly waive any claim to any form of monetary or other damages or any other form of recovery or relief in connection with any such action, or in connection with any action brought by a third party. If you challenge the age claim release in this Agreement as being inconsistent with the Older Workers Benefit Protection Act (“OWBPA”), you do not first have to give back of any payments received under this Agreement. An OWPBA claim is the only claim that you might make in which you would not first have to return to the Company all sums paid to you under this Agreement. If you lose your OWBPA claim or lawsuit and/or it is found to have been brought in bad faith, then in addition to paying all of the Company’s legal fees and other costs incurred by the Company in defending against your claim, you will be required to immediately return to the Company all sums paid to you under this Agreement.

Release and Waiver of All Claims. You Except as set forth herein, Xx. Xxxxx-XxXxxx knowingly and voluntarily release releases and forever discharge the Company discharges Lucid from any and all claims, causes of action, allegations, demands, actions, debts, covenants, contracts, liabilities, or damages from her employment with Lucid and/or from her termination of employment with Lucid, whether known and or unknown, which you have she has or may have against the Company Lucid at any time prior to the date of the execution of this Separation Agreement, including, including but not limited to claims pursuant to: • a release of any rights or claims he/she may have under · the Americans with Disabilities Act (“ADA”), which prohibits discrimination on the basis of disability; • · the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment; • the Older Worker’s Benefit Protection Act; • · Title VII of the Civil Rights Act of 1964, as amended, which prohibits retaliation and discrimination in employment based on race, color, national origin, religion or sex; • · the Older Worker’s Benefit Protection Act (“OWBPA”); · the Family and Medical Leave ActAct (“FMLA”); • · the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended; • · the Fair Labor Standards Act (“FLSA”)Equal Pay Act; • · the New York State Human Rights Law (“NYHRLNYSHRL”); • ) · the New York Executive Law; • · the New York Labor Law; • · any other federal, state or local law or regulation prohibiting employment discrimination; • · claims for wrongful discharge, whether based on claimed violations of statute or based on claims in contract or contract, tort, common law law, or equity; • · claims for failure to pay wages due or other moneys owed owed, whether based on contract, statute, common law, or equity (including claims for unpaid vacation pay); • · claims for breach of contract including any and all claims for breach of the Employment Agreement; · claims of fraud, misrepresentation, defamation, commercial or trade defamation, libel, slander, invasion of privacy, interference with prospective economic advantage; • or disparagement of any kind or nature arising from Xx. Xxxxx-XxXxxx’x employment with Lucid and/or termination of that employment; · claims of negligence; · claims of intentional or negligent infliction of emotional distress; and • claimed violations of any other federal, state, civil or human rights law, or any other alleged violation of any local, state or federal law, regulation or ordinance, and/or public policy, contract, or tort, or common law having any bearing whatsoever on the terms and conditions and/or cessation of employment with the CompanyLucid, including but not limited to, any allegations for costs, fees or other expenses, including attorneys’ fees, incurred in these matters which you she ever had, now havehas, or may have as of the date you execute of this release. With Xx. Xxxxx-XxXxxx understands that this Separation Agreement shall not affect her right to xxx solely to challenge the sole exception validity of a claim under the Older Workers Benefit Protection Act (“OWBPA”)ADEA waiver, which is discussed in the next paragraph below, you agree as provided by applicable law. Xx. Xxxxx-XxXxxx also understands that she does not to initiate any legal action, charge or complaint (“action”) against the Company in any forum whatsoever and to immediately discontinue any such action previously commenced. Further, to the extent any such action has been or is brought, you expressly waive any claim rights or claims that may arise after the date this Separation Agreement is executed. Finally, both parties agree that this release is intended to any form of monetary or other damages or any other form of recovery or relief in connection with any such action, or in connection with any action brought be as complete and inclusive as may be permitted by a third party. If you challenge the age claim release in this Agreement as being inconsistent with the Older Workers Benefit Protection Act (“OWBPA”), you do not first have to give back of any payments received under this Agreement. An OWPBA claim is the only claim that you might make in which you would not first have to return to the Company all sums paid to you under this Agreement. If you lose your OWBPA claim or lawsuit and/or it is found to have been brought in bad faith, then in addition to paying all of the Company’s legal fees and other costs incurred by the Company in defending against your claim, you will be required to immediately return to the Company all sums paid to you under this Agreementlaw.

Release and Waiver of All Claims. You knowingly (a) On behalf of yourself, your heirs, executors, administrators, successors and voluntarily assigns, you agree not to xxx, and voluntarily, knowingly, willingly, irrevocably and unconditionally release and forever discharge the Company and its parents, subsidiaries, related companies, and affiliates, and its and each of their respective officers, directors and employees and its and each of their respective predecessors, successors and assigns, in their corporate and individual capacities, (collectively, hereinafter referred to as the "Releasees") from any and all suits, charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known and or unknown, including claims for unpaid commissions, wages, salary, and other benefits which you or your heirs and assigns ever had, now have or hereafter can, shall or may have (either directly, indirectly, derivatively or in any other representative capacity) against Releasees by reason of any matter, fact or cause whatsoever arising from the beginning of time to the Effective Date, including without limitation all claims arising out of or in any way related to your employment relationship with the Company at or your employment separation from the Company, or resulting from any time act or omission committed by Releasees on or prior to the date of Effective Date. (b) To the execution of this Agreementfullest extent permitted by law, includingthe claims that you are releasing include, but are not limited to, claims arising out of or related to: • a release (a) the Civil Rights Act of any rights or claims he/she may have under the Americans with Disabilities Act (“ADA”)1866, which prohibits discrimination on the basis of disability; • the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment; • the Older Worker’s Benefit Protection Act; • Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act of 1967, which prohibits retaliation the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the federal and discrimination in employment based on race, color, national origin, religion or sex; • the Connecticut Family and Medical Leave Act; • Acts, the Employee Retirement Income Security Act of 1974 (“ERISA”)Act, as amended; • the federal Fair Labor Standards Act Act, the Connecticut Fair Employment Practices Act, and the Connecticut wage and hour laws, as those statutes may have been amended to the Effective Date; (“FLSA”)b) all other federal, state and local constitutions, statutes, rules, regulations, judicial decisions and public policies now or hereafter recognized; • the New York Human Rights Law (“NYHRL”)c) tortious conduct, whether intentional or otherwise, including, but not limited to, wrongful termination, defamation, infliction of emotional distress, violation of public policy; • the New York Executive Law(d) any express or implied contract claim; • the New York Labor Law; • (e) any claim for severance pay, bonus, commissions, salary, wages, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance, pension benefits, retirement benefits, back pay, front pay, or for any kind of compensatory, special or consequential damages, punitive or liquidated damages, attorneys' fees, costs, disbursements, expenses, or any other benefit of any kind whatsoever; and (f) any presently pending federal, state or local law lawsuit filed by you or regulation prohibiting employment discrimination; • on your behalf against any Releasees, which you agree to immediately dismiss with prejudice. (c) You expressly acknowledge and agree that the release and waiver that you make in this Agreement is intended to include not only claims for wrongful dischargethat are known, anticipated, or disclosed, but also claims that are unknown, unanticipated, or undisclosed. You are aware that there may be discovery of claims or facts in addition to or different from those known or believed to be true with respect to the matters related herein. Nevertheless, it is your intention to fully, finally, and forever settle and release all such matters, and all claims related thereto, which now exist, may exist, or heretofore have existed between you and any Releasees, whether based on claimed violations suspected or unsuspected. In furtherance of statute such intention, this Agreement shall be and remain in effect as a full and complete release of all such matters, notwithstanding the discovery or based on claims in contract or tort, common law or equity; • claims for failure to pay wages due or other moneys owed (including claims for unpaid vacation pay); • claims of fraud, misrepresentation, defamation, interference with prospective economic advantage; • claims of intentional or negligent infliction of emotional distress; and • claimed violations existence of any other federaladditional or different claims or facts relative thereto. (d) You understand that by signing this Agreement you are giving up the right to become, stateand are promising not to consent to become, civil or human rights lawa member of any class in a case in which claims are asserted against any Releasees that are related in any way to your employment with, or separation of employment from, the Company and that involve events that occurred on or before the Effective Date. If, without your prior knowledge and consent, you are made a member of a class in any other alleged such proceeding, you will opt out of the class at the first opportunity afforded to you after learning of your inclusion. In this regard, you will execute, without objection or delay, an "opt-out" form presented to you either by the court in which such proceeding is pending or by counsel for any of Releasees who is made a defendant in such proceeding. (e) By signing this Agreement you acknowledge that the Company has not discriminated, retaliated or harassed you in violation of any localfederal, state or federal local law, regulation or ordinancebreached any contract with you, and/or public policy, contractcommitted any tort against you, or tortotherwise acted unlawfully toward you. You further acknowledge that the Company has paid and, upon payment of the benefits provided in this Agreement, will have paid you all salary, wages, bonuses and other compensation that might be due to you, and all reimbursable expenses, if any, to which you may be entitled. You hereby recognize and agree that your employment relationship with the Company has been permanently and irrevocably severed and that the Company does not have any obligation, contractual or otherwise, to hire, rehire, employ, reemploy, or common law having engage you in any bearing capacity whatsoever on in the terms future. (f) You understand that your acceptance of the periodic salary and conditions and/or cessation benefit payments under the Agreement will constitute a continuing reaffirmation and ratification of employment with the Companyrelease and waiver that you make in this Paragraph 4, including but releasing and discharging Releasees from liability for acts, events or failures to act which occurred before the date of acceptance of each such payment. (g) Notwithstanding anything in this Agreement to the contrary, you are not limited towaiving any claim arising from a breach of this Agreement by the Company nor are you waiving any right that, any allegations for costsunder the law, fees or other expenses, including attorneys’ fees, incurred in these matters which cannot be waived. This Agreement also is not intended to prevent you ever had, now havefrom filing a charge with, or may have as of participating in an investigation conducted by, the date you execute this release. With the sole exception of a claim under the Older Workers Benefit Protection Act Equal Employment Opportunity Commission (“OWBPA”)EEOC) or any comparable state human rights agency provided, which is discussed in the next paragraph below, you agree not to initiate any legal action, charge or complaint (“action”) against the Company in any forum whatsoever and to immediately discontinue any such action previously commenced. Further, to the extent any such action has been or is broughthowever, you expressly waive and relinquish any claim right you may have to any form of monetary recover damages or other damages relief, whether equitable or legal, in any such proceeding concerning events or actions that arose on or before the Effective Date. You agree to inform the EEOC, any other governmental agency, any court or any other form arbitration organization that takes jurisdiction over any matter relating to your employment or termination of recovery or relief in connection with any such action, or in connection with any action brought by a third party. If you challenge the age claim release in employment that this Agreement as being inconsistent with the Older Workers Benefit Protection Act constitutes a full and final settlement by you of all claims released hereunder. (“OWBPA”), you do not first have to give back of any payments received under this Agreement. An OWPBA claim is the only claim h) You represent that you might make have not filed or permitted to be filed against either the Company or any of the Releasees any pending complaints, charges or lawsuits in which you would not first have to return to are named as a party or are otherwise seeking relief. You further covenant and agree that, except as noted in the Company all sums paid to you under this Agreement. If you lose your OWBPA claim or lawsuit and/or it is found to have been brought in bad faith, then in addition to paying all of the Company’s legal fees and other costs incurred by the Company in defending against your claimfollowing sentence, you will be required to immediately return not seek recovery in any court or before any governmental agency or self-regulatory body against Releasees arising out of any matter, fact or cause whatsoever, whether known or unknown, arising from the beginning of time to the Effective Date including specifically your employment relationship with the Company or your employment separation from the Company. You intend this provision to apply to the fullest extent to any claim that may be released under applicable law. (i) Upon a finding by a court of competent jurisdiction or arbitrator that a release or waiver of claims provided for by this Paragraph 4 is illegal, void or unenforceable, the Company may require you to execute promptly a general release and waiver of any and all sums paid claims that is legal and enforceable. (j) You hereby agree to hold the Company harmless and to indemnify the Company against any loss, cost or expense resulting from or arising out of the breach by you under of the provisions of this AgreementParagraph 4. 5.