Common use of Release by Executive Clause in Contracts

Release by Executive. Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.

Appears in 7 contracts

Samples: Employment Agreement (GoodRx Holdings, Inc.), Employment Agreement (GoodRx Holdings, Inc.), Employment Agreement (GoodRx Holdings, Inc.)

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Release by Executive. Having consulted with counsel, the Executive, Executive on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurersand assigns, and each of them, hereby fully and finally waives, releases and forever discharges the Employer, and any and all of their respective parents, subsidiaries, and affiliates, past and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, agents, representatives, successors and assigns (collectively, and including the collectively “Parties Released By Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries from and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from against any and all claims, actions, causes of action, rightsliability, judgments, obligations, damages, demands, accountings damage or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason loss of any matterkind whatsoever, causewhether presently known or unknown, suspected or thing whatsoever unsuspected, from the beginning of time up to and including the Effective Date of this Release (as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising from or related in any way to the date hereof (includingAgreement, without limitationthe Executive’s employment with the Employer, any Claims under any federal, state, local or foreign law that they may have, or in and/or the future may possess, arising out termination of the Executive’s employment relationship with the Employer, equity securities and service as an employeeoptions to acquire equity securities of Employer and any shareholders or other agreement related thereto, officer including without limitation, any claims or director causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the Corporation, its parent entity (including Holdings) or any other subsidiaries law of such parent entitycontract and tort, and the termination any claims for recovery of such relationship any costs or service)attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not release, discharge apply or waive extend to any rights of the Executive, or obligations of the Employer or any of its parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, following: (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv1) any indemnification, advance or reimbursement rights right to indemnification and/or payment of related expenses that the Executive may have in accordance pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or ; (2) any rights that the Executive may have to insurance coverage under any director directors and officer officers liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result policies of the Executive’s service as an officer and employee of such entities, and Employer; (v3) any claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of applicable law. Claims arising under ADEA are addressed in Paragraph 3(c; (4) any claims for breach of this the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other agreement relating to, or option to acquire, equity securities of SITEL.

Appears in 6 contracts

Samples: Management Employment Agreement (SITEL Worldwide Corp), Management Employment Agreement (SITEL Worldwide Corp), Management Employment Agreement (SITEL Worldwide Corp)

Release by Executive. Having consulted In consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel, the Executive, on behalf of himself Executive and each of his the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Executive Releasors”) hereby irrevocably and unconditionally releases release and forever discharges discharge the CorporationEmployer, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates (including without limitation Symphony Technology Group) and each of their respective officers, employees, directors, members, members shareholders, parents, subsidiaries parents and agents (collectively, the Employer Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law law, that they the Executive Releasors may have, or in the future may possess, whether known or unknown, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) Employer or any other parents, subsidiaries of such parent entity, or affiliated companies and the termination of such relationship or service), and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does Releasors do not release, discharge or waive any (A) rights to (i) payments payments, equity, bonuses and benefits and other rights provided under this the Employment Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after are contingent upon the execution by the Executive of this Agreement by Executiveand rights under benefit plans and programs of the Employer or its affiliates, (iv{B) rights to any indemnification, advance or reimbursement indemnification rights the Executive may have in accordance with applicable lawSTG-Fairway Holdings, indemnification agreements, certificate of incorporation or bylaws of Corporation, LLC’s and/or the Employer’s governance instruments or under any director and officer liability insurance or other insurance maintained by STG-Fairway Holdings, LLC or the Corporation or a parent entity Employer with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entitiesSTG-Fairway Holdings, LLC and/or the Employer, and (vC) claims that cannot be waived by an employee under applicable lawof their U.S. constitutional rights or privileges. This Paragraph 3(aSection 2(a) does not apply to any Claims that the Executive Releasors may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law’’). Claims arising under ADEA are addressed in Paragraph 3(cSection 2(b) of this Agreement.

Appears in 2 contracts

Samples: General Release of All Claims (First Advantage Corp), General Release of All Claims (First Advantage Corp)

Release by Executive. Having consulted with counselIn consideration of the Separation Payment and -------------------- as a material inducement to the Company, the MPAC and EnCap to enter into this Agreement, Executive, on behalf of for himself and each of his respective heirs, executors, administrators, representatives, agents, insurerstrustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (collectivelysuch persons are referred to herein collectively as the "Executive Releasing Parties"), and including the Executivereleases, the “Releasors”) hereby irrevocably and unconditionally releases acquits and forever discharges (to --------------------------- the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)fullest extent permitted by applicable law), subsidiaries effective as of the Effective Date, the Company, MPAC and affiliates EnCap, and each of their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, directorsrepresentatives, membersattorneys, shareholdersdivisions, parentssubsidiaries, subsidiaries affiliates, insurers, and agents all persons acting by, through, under or in concert with any of them (collectivelysuch persons are referred to herein collectively as the "Company Released Parties"), the “Releasees”) ------------------------ from any and all charges, complaints, claims, actionscontroversies, causes of actiondemands, rights, judgmentsdisputes, obligations, claims and demands for damages, demandslosses, accountings sums due, indemnity, suits, debts, interest, costs, or liabilities injuries, and causes of whatever kind action of any nature whatsoever, known or character unknown, asserted or unasserted, accrued or not accrued (collectively, “individually a "Claim" and collectively "Claims”), which ") arising prior to or existing ----- ------ at the Effective Date that any of the Executive now has Releasing Parties may have or may hereafter allege to have against any of the ReleaseesCompany Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of them, by reason of action providing rights for employees against their employers. Notwithstanding any matter, cause, or thing whatsoever from the beginning of time provision herein to the date hereof (includingcontrary, without limitation, any this release shall not apply to Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with following matters: (a) the obligations and service as an employee, officer or director agreements of the CorporationCompany, its parent entity (including Holdings) or any other subsidiaries of such parent entity, MPAC and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided EnCap under this Agreement and the enforcement of Executive's rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other agreement between Executive and person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the Releasees matters covered by the release in this Section 5. --------- Executive represents that wouldhe has not transferred or assigned, by their natureor purported to assign or transfer, survive the termination of employmentand covenants not to make any transfer or assignment, (ii) equity and other securities of Holdings to any person or rights under agreements with entity any Claim involving any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) Company Released Parties or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementportion thereof or interest therein.

Appears in 2 contracts

Samples: Severance Agreement (Aroc Inc), Severance Agreement (Aroc Inc)

Release by Executive. Having consulted with counselAs a material inducement to the Company to enter into this Agreement and in consideration of the Termination Payments and other valuable consideration, the ExecutiveExecutive does hereby agree to and hereby does unconditionally and generally release and fully and forever waive and discharges, on his own behalf and on behalf of himself any of his dependents, heirs, affiliates, successors and assigns, the Company, and its parent, subsidiary and affiliated companies, partnerships, and each of his their respective heirspresent or former affiliates, executorssubsidiaries, administratorsofficers and directors, representativesshareholders, partners, employees, agents, insurersattorneys, accountants and representatives, and their respective successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “ReleaseesCompany Released Parties”) from any and all rights, claims, actions, suits, demands, causes of action, rights, judgmentscharges, obligations, damages, demandsbreaches, accountings or attorneys’ fees, costs and liabilities of whatever kind or character any nature whatsoever (collectively, “Claimsclaims”), whether or not now known, suspected or claimed, which the Executive now holds or has at any time heretofore owned or may hereafter have held against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (Company Released Parties including, without limitationbut not limited to, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, claims (a) arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with or service as director of the Corporation arising after Company and/or his resignation or termination therefrom, except as set forth in the execution last sentence of this Agreement by Section 4.1 or as otherwise specifically provided in this Agreement, (b) except as specifically provided in this Agreement, for compensation, severance payments, rights or benefits due to him under any plan or arrangement with the Company or its Subsidiaries, including the Employment Agreement, (c) that the Company Released Parties or any of them discriminated against Executive on the basis of his race, sex, religion, national origin, handicap, ancestry, sexual orientation, mental or physical disability, or age, (d) that the Company Released Parties violated any promise or agreement either express or implied with Executive, (iv) or that the Company has terminated him for any indemnificationillegal reason or in an illegal fashion, advance or reimbursement rights including specifically without limiting the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result generality of the Executive’s service as an officer and employee of such entitiesforegoing any claim under the Employee Retirement Income Security Act, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as Title VII of the date Civil Rights Act of 1964, the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967Act, the Americans with Disabilities Act, the Worker Pay Act, the Fair Labor Standards Act, or (e) for employment discrimination, defamation, liable, interference with contract, business relationships, or prospective economic advantage, emotional distress, wrongful termination and, except as amendedspecifically provided in this Agreement, wages, severance pay, deferred compensation, stock options, bonus, sick leave, holiday pay, vacation pay, life insurance, health and the applicable rules and regulations promulgated thereunder (“ADEA”) medical insurance, or any other fringe benefit or commissions. Notwithstanding any of the foregoing, nothing in this Agreement shall be deemed to constitute a release or waiver of any claims that Executive or his affiliates may not be released as a matter have against any of law. Claims the Company Released Parties (i) relating to or arising out of any criminal or fraudulent actions by the Company Released Parties, or (ii) for indemnification under ADEA are addressed in Paragraph 3(c) the California Corporations Code, the Company’s Articles of this AgreementIncorporation or Bylaws or any existing officer or director liability or errors and omissions insurance policy.

Appears in 2 contracts

Samples: Separation Agreement and General Release (BJs RESTAURANTS INC), Separation Agreement and General Release (BJs RESTAURANTS INC)

Release by Executive. Having consulted with counsel, the Executive, Executive on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurersand assigns, and each of them, hereby fully and finally waives, releases and forever discharges the Employer, JELD-WEN Holding, Inc. (“JWHI”) and any and all of their respective parents, subsidiaries, and affiliates, past and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, agents, representatives, successors and assigns (collectively, and including the collectively “Parties Released By Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries from and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from against any and all claims, actions, causes of action, rightsliability, judgments, obligations, damages, demands, accountings damage or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason loss of any matterkind whatsoever, causewhether presently known or unknown, suspected or thing whatsoever unsuspected, from the beginning of time up to and including the Effective Date of this Release (as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising from or related in any way to the date hereof (includingAgreement, without limitationthe Executive’s employment with the Employer, any Claims under any federal, state, local or foreign law that they may have, or in and/or the future may possess, arising out termination of the Executive’s employment relationship with the Employer, equity securities and service as an employeeoptions to acquire equity securities of JWHI and any shareholders or other agreement related thereto, officer including without limitation, any claims or director causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the Corporation, its parent entity (including Holdings) or any other subsidiaries law of such parent entitycontract and tort, and the termination any claims for recovery of such relationship any costs or service)attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not release, discharge apply or waive extend to any rights of the Executive, or obligations of the Employer or any of its parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, following: (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv1) any indemnification, advance or reimbursement rights right to indemnification and/or payment of related expenses that the Executive may have in accordance pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or ; (2) any rights that the Executive may have to insurance coverage under any director directors and officer officers liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result policies of the Executive’s service as an officer and employee of such entities, and Employer; (v3) any claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of applicable law. Claims arising under ADEA are addressed in Paragraph 3(c; (4) any claims for breach of this the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other agreement relating to, or option to acquire, equity securities of JWHI.

Appears in 2 contracts

Samples: Management Employment Agreement, Waiver and Release (JELD-WEN Holding, Inc.)

Release by Executive. Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by ExecutiveCorporation, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. [This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.]

Appears in 2 contracts

Samples: Employment Agreement (GoodRx Holdings, Inc.), Employment Agreement (GoodRx Holdings, Inc.)

Release by Executive. Having consulted with counsel(a) As a material inducement for Holdings and the Company to enter into this Agreement and to pay the Executive the amounts contemplated hereunder, the Executive, on behalf of himself himself, his agents, assignees, attorneys, heirs and each executors agrees to and does hereby fully and completely forever release Holdings and the Company and their respective subsidiaries, affiliates, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as "Employer Releasees"), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever which the Executive or his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectivelyever had, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has have or may hereafter have against the Releasees, Employer Releasees or any of them, in law, admiralty or equity whether known or unknown to the Executive, for, upon, or by reason of of, any matter, cause, course or thing whatsoever from the beginning of time the world to the date hereof (of this Agreement, including, without limitation, any Claims under any federal, state, local or foreign law that they may have, in connection with or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s 's employment with Holdings or the Company or their respective affiliates, the termination any such employment, and all matters referred to any applicable employment, compensatory or equity securities of arrangement with Holdings, (iii) benefit the Company or their respective affiliates; PROVIDED that such released claims under shall not include any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, claims for indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as under the certificate of incorporation or by-laws of Holdings or the date Company relating to acts by the Executive signs this Agreement arising under in his capacity as an officer or director of Holdings or the Federal Age Discrimination in Employment Act of 1967Company, as amended, and appropriate (such released claims are collectively referred to herein as the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement"Released Executive Claims").

Appears in 1 contract

Samples: Termination, Consulting and Release Agreement (Ta Operating Corp)

Release by Executive. Having consulted with counselExcept for those obligations created by or arising out of the Transition and General Release Agreement made as of January 16, 2019 by and among Executive and the ExecutiveCompany (the “Transition Agreement”) for which receipt or satisfaction has not been acknowledged therein, Executive on behalf of himself Executive and each of his respective Executive’s decedents, dependents, heirs, executors, administrators, representativesassigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges Company and its parent, subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, successors employees, stockholders, representatives, assigns and assigns (collectivelysuccessors, past and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates present and each of their respective officersthem, employees, directors, members, shareholders, parents, subsidiaries hereinafter together and agents (collectively, the collectively referred to as “Releasees”) ,” with respect to and from any and all claims, promises, sums of money, entitlements, compensation, benefits, employment and severance agreements, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, rightsobligations, debts, costs, expenses, attorneys’ fees, damages, judgments, obligationsorders and liabilities, damages, demands, accountings or liabilities of whatever kind or character nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively, “Claims”), which the Executive now owns or holds or has at any time heretofore owned or may hereafter have held as against said Releasees, arising out of or any way connected with Executive’s employment relationship with Company or the Releaseesseparation of Executive’s employment or any other transactions, occurrence, actions, omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission, by or on the part of said releases, or any of them, by reason of any matter, cause, committed or thing whatsoever from the beginning of time omitted prior to the date hereof (includingSeparation Date. Executive specifically understands and agrees that this waiver, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with release and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.includes:

Appears in 1 contract

Samples: Transition and General Release Agreement (Meta Financial Group Inc)

Release by Executive. Having consulted with counsel, the (a) Executive knowingly and voluntarily (for Executive and Executive, on behalf of himself and each of his respective ’s heirs, executors, administratorsadministrators and assigns) releases and forever discharges the Company and its respective parents, representativessubsidiaries and affiliates, and each of their present, former and future direct or indirect owners, managers, directors, officers, employees, attorneys, agents, insurersshareholders and representatives, successors and each of any of the preceding persons’ predecessors, successors, and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “ReleaseesReleased Parties”) from any and all claims, suits, controversies, actions, causes of action, rightscross-claims, judgments, obligations, damagescounter-claims, demands, accountings debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of whatever kind any nature whatsoever in law and in equity, both past and present and whether known or character unknown, suspected, unsuspected or claimed (collectively, “Claims”), which the Executive now has or may hereafter have ) against the Releasees, Released Parties which Executive or any of themExecutive’s heirs, by reason of any matterexecutors, causeadministrators or assigns, or thing whatsoever may have from the beginning of time to through the date hereof upon which Executive executes this Agreement, including any such Claims: (including, without limitation, any Claims under any federal, state, local or foreign law that they may havei) arising out of, or in the future may possessrelating to, arising out of the Executive’s employment relationship with and service any Released Parties through the date upon which Executive executes (as applicable) this Agreement; (ii) arising out of, or relating to, any agreement with any Released Parties, including, but not limited to, any other awards, policies, plans, programs participate, including, but not limited to, any rights under bonus plans or programs of Released Parties or any other short-term or long-term equity-based or cash-based incentive plans or programs of the Released Parties; (iii) arising out of, or relating to, Executive’s termination of employment from any of the Released Parties; or (iv) arising out of, or relating to, Executive’s status as an employee, officer option holder, or director equity holder of any of the CorporationReleased Parties, its parent entity including, but not limited to, any allegation, claim or violation, arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974 (with respect to unvested benefits); any applicable Executive Order Programs; the Equal Pay Act, as amended; Section 1981 of U.S.C. Title 42; Age Discrimination in Employment Act, as amended (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or serviceOlder Workers Benefit Protection Act); providedthe Xxxxxxxx-Xxxxx Act of 2002, howeveras amended, that or their federal, state or local counterparts; the Executive does not releaseGenetic Information Nondiscrimination Act; the Fair Credit Reporting Act; the Uniformed Services Employment and Reemployment Rights Act; the National Labor Relations Act, discharge or waive any rights to (i) payments the Immigration Reform and benefits provided under this Agreement Control Act; the Xxxx Xxxxxxxxx Fair Pay Act; or under any other agreement between Executive and any of the Releasees that wouldfederal, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings state or local civil or human rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Released Parties; or any Claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any Claim for costs, fees, or other insurance maintained by expenses, including attorneys’ fees incurred in these matters. This is a general release that is intended to apply to all claims Executive may have against the Corporation or a parent entity with respect Released Parties up to liabilities arising as a result of the Executive’s service as an officer and employee of such entitiesdate Executive executes this Agreement, and (v) except those claims that cannot be waived by an employee under pursuant to applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementlaws.

Appears in 1 contract

Samples: Transition and Separation Agreement (Axogen, Inc.)

Release by Executive. Having consulted with counselExcept for those obligations created by or arising out of this Agreement for which receipt or satisfaction has not been acknowledged herein, the Executive, Executive on behalf of himself Executive and each of his respective Executive’s decedents, dependents, heirs, executors, administrators, representativesassigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges Company and its parent, subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, successors employees, stockholders, representatives, assigns and assigns (collectivelysuccessors, past and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates present and each of their respective officersthem, employees, directors, members, shareholders, parents, subsidiaries hereinafter together and agents (collectively, the collectively referred to as “Releasees”) ,” with respect to and from any and all claims, promises, sums of money, entitlements, compensation, benefits, employment and severance agreements, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, rightsobligations, debts, costs, expenses, attorneys’ fees, damages, judgments, obligationsorders and liabilities, damages, demands, accountings or liabilities of whatever kind or character nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively, “Claims”), which the Executive now owns or holds or has at any time heretofore owned or may hereafter have held as against said Releasees, arising out of or any way connected with Executive’s employment relationship with Company or the Releaseesseparation of Executive’s employment or any other transactions, occurrence, actions, omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission, by or on the part of said releases, or any of them, by reason of any matter, cause, committed or thing whatsoever from the beginning of time omitted prior to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.. Executive specifically understands and agrees that this waiver, release and discharge includes:

Appears in 1 contract

Samples: Transition and General Release Agreement (Meta Financial Group Inc)

Release by Executive. Having consulted with counselExcept as specifically provided in this Agreement or the Stock Agreements, Executive hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, FOREVER FULLY DISCHARGES AND COVENANTS NOT TO XXX OR OTHERWISE PARTICIPATE IN ANY ACTION AGAINST the ExecutiveCompany, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurersits predecessors, successors and assigns (collectivelyassigns, and including the Executivecurrent and former directors, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directorsagents, membersattorneys, shareholdersrepresentatives, parentspredecessors, subsidiaries and agents insurers and reinsurers of said corporations, firms, associations, partnerships and entities, and their guardians, successors, assigns, heirs, executors and administrators (collectivelyall of which persons and entities are hereinafter collectively referred to as "Executive Releasees"), the “Releasees”) from or regarding any and all claims, counterclaims, actions, causes of action, rightscross-claims, judgmentscomplaints, grievances, promises, liabilities, obligations, agreements, damages, rights, debts, demands, accountings or liabilities controversies, costs, losses, and expenses (including, without limitation, attorneys' fees, court costs and expenses) of whatever kind nature or character (collectivelykind, “Claims”)in law or in equity, or otherwise, whether now known or unknown, which the Executive now has or may hereafter ever have had prior to the "Effective Date" (as defined in Section 12 hereof) against the Releasees, all or any of themthe Executive Releasees. Without limiting the foregoing, by reason of any matterexcept as provided in this Agreement, cause, or thing whatsoever from the beginning of time release and covenant not to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or xxx set forth in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights immediately preceding sentence applies to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit all claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executivemunicipal, (iv) any indemnificationlocal, advance state or reimbursement rights the Executive may have in accordance with applicable federal law, indemnification agreementscommon or statutory, certificate of incorporation for any actions or bylaws of Corporationomissions, whether known or unknown, that arise from, relate to, or under are in any director way connected with claims of breach of contract and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer wrongful termination and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amendedAct, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other federal, state or local laws prohibiting employment discrimination or claims growing out of any legal restrictions on the Company's right to terminate its employees. This release and covenant not to xxx applies to all claims relating to Executive's employment by the Company including all claims based on the Executive's Employment Related Agreements. This release and covenant not to xxx also applies to all common law claims including breach of contract, fraud, negligence, negligent misrepresentation, and any other tort or contract claim, and EXCEPT AS PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THIS IS A FULL, COMPLETE AND GENERAL RELEASE. Executive further represents and warrants that he has not heretofore assigned any claims that he may not have against the Executive Releasees to any other person or entity. Notwithstanding any of the foregoing, the Company acknowledges that Executive may be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(csubject to civil process (including subpoenas issued by legal authorities) of this Agreementthat may require him to provide testimony regarding his employment with the Company.

Appears in 1 contract

Samples: Separation Agreement and Release (Gtech Holdings Corp)

Release by Executive. Having consulted with counselExecutive hereby releases, covenants not to xxx and holds harmless the Company and any direct or indirect parent, subsidiary or affiliate of the Company (collectively, the Executive"Company Entities") and their respective employee benefit plans, on behalf together with the directors, trustees, officers, employees and agents of himself the Company Entities, and each of his their respective heirs, executors, executors and administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)"Released Parties"), subsidiaries with respect to and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, rightsobligations, debts, costs, expenses, attorneys' fees, damages, judgments, obligations, damages, demands, accountings or orders and liabilities of whatever any kind whatsoever or character nature in law, equity or otherwise, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1986, the Fair Labor Standards Act, and the Consolidated Omnibus Budget Reconciliation Act of 1986, whether now or hereafter known or unknown, suspected or unsuspected (collectively, "Claims"), which the Executive now has or may hereafter have against (i) the Releasees, or any of them, by reason Company Entities arising out of any matter, cause, act or thing whatsoever from the beginning of time to omission occurring before the date hereof (hereof, including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, claims arising out of the or in connection with Executive’s 's employment relationship with and service as an employee, officer or director by any of the Corporation, its parent entity (including Holdings) Company Entities or any other subsidiaries of such parent entity, and the termination of such relationship Executive's employment or service)(ii) the Released Parties other than the Company Entities arising out of any act or omission occurring before the date hereof relating in any manner to the business of the Company Entities, including, without limitation, claims arising out of or in connection with Executive's employment by any of the Company Entities or the termination of Executive's employment; provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and shall not operate so as to terminate any of the Releasees provisions of the Other Agreements that would, have not by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related own terms already expired except to the Executive’s equity securities of Holdingsextent specifically stated herein. Executive represents that he has not assigned any Claim or portion thereof. Notwithstanding the foregoing, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity Section 1 shall not be effective with respect to liabilities arising as any Released Party that makes any claim against Executive covered by Section 2 hereof or that would have been covered by Section 2 hereof if such Released Party were a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this AgreementCompany Entity.

Appears in 1 contract

Samples: Waiver and Release Agreement (Merisel Inc /De/)

Release by Executive. Having consulted with counselIn consideration of the agreements and promises set forth herein, including the payments and benefits which Executive is eligible to receive under this Agreement and the Advisory Agreement, Executive, on behalf of himself and each of his respective executors, heirs, executors, administrators, representativesrepresentatives and assigns, agents, insurershereby agrees to release and forever discharge the Company Parties and all predecessors, successors and assigns (collectivelytheir parent corporations, affiliates, related, and/or subsidiary entities, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each all of their respective past and present investors, directors, stockholders, officers, general or limited partners, employees, directorsattorneys, membersagents and representatives, shareholders, parents, subsidiaries and agents the employee benefit plans in which Executive is or has been a participant by virtue of his employment with or service to the Company Parties or any affiliate (collectively, the “Company Releasees”) ), from any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, rightsequitable relief, judgmentsdamages, costs, charges, complaints, obligations, damagespromises, demandsagreements, accountings controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or liabilities of whatever kind equity, known or character unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which the Executive now has or may hereafter have had against the Releasees, such entities based on any events or any of them, by reason of any matter, cause, circumstances arising or thing whatsoever from the beginning of time occurring on or prior to the date hereof (includingor on or prior to the date hereof, without limitationarising directly or indirectly out of, any Claims under any federal, state, local or foreign law that they may haverelating to, or in the future may possess, arising out of the any other way involving in any manner whatsoever Executive’s employment relationship by or service to the Company Parties or any affiliate. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company Parties or their affiliates or Claims for vested benefits under any employee benefit plan of the Companies Parties or their affiliates; (iii) Claims for indemnity under any written indemnification agreement provided by the Company to Executive, or under the bylaws of any Company Party, as provided for by California law (including California Labor Code Section 2802) or Delaware law or under any applicable insurance policy with and service respect to Executive’s liability as an employee, director or officer (or director in a comparable capacity) of the Corporation, its parent entity Company Parties or their affiliates; (including Holdingsiv) Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other subsidiaries federal, state or local government agency claims of such parent entitydiscrimination, and or from participating in an investigation or proceeding conducted by the termination of such relationship Equal Employment Opportunity Commission or service)any other federal, state or local government agency; provided, however, that the Executive does not release, discharge or waive release his right to secure any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and damages for alleged discriminatory treatment; (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of a unitholder in the date Company or under the Executive signs TRA; (vi) any Claim related to its right to enforce this Agreement arising under or the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) Advisory Agreement or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(cagreement referenced herein or therein and (vii) of this AgreementExecutive’s right to communicate or cooperate with any government agency.

Appears in 1 contract

Samples: Employment Transition Agreement (Five Point Holdings, LLC)

Release by Executive. Having consulted with counselExcept as specifically provided in this Agreement and the "Executive's Stock Related Agreements" (as defined in Section 6(f) hereof), the ExecutiveExecutive hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, on behalf of himself ACQUITS, FOREVER FULLY DISCHARGES AND COVENANTS NOT TO XXX OR OTHERWISE PARTICIPATE IN ANY ACTION AGAINST the Company, and each of his respective heirs, executors, administrators, representatives, agents, insurersits predecessors, successors and assigns (collectivelyassigns, and including the Executivecurrent and former directors, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directorsagents, membersattorneys, shareholdersrepresentatives, parentspredecessors, subsidiaries and agents insurers and reinsurers of said corporations, firms, associations, partnerships and entities, and their guardians, successors, assigns, heirs, executors and administrators (collectivelyall of which persons and entities are hereinafter collectively referred to as "Executive Releasees"), the “Releasees”) from or regarding any and all claims, counterclaims, actions, causes of action, rightscross-claims, judgmentscomplaints, grievances, promises, liabilities, obligations, agreements, damages, rights, debts, demands, accountings or liabilities controversies, costs, losses, and expenses (including, without limitation, attorneys' fees, court costs and expenses) of whatever kind nature or character (collectivelykind, “Claims”)in law or in equity, or otherwise, whether now known or unknown, which the Executive now has or may hereafter ever have had prior to the "Effective Date" (as defined in Section 13 hereof) against the Releasees, all or any of themthe Executive Releasees. Without limiting the foregoing, by reason except as provided in this Agreement, the release and covenant not to xxx set forth in the immediately preceding sentence applies to all claims under any municipal, local, state or federal law, common or statutory, for any actions or omissions, whether known or unknown, that arise from, relate to, or are in any way connected with: (a) the negotiation, documentation, execution and performance (and failure of performance) of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out aspect of the Employment Agreement, (b) the Executive’s 's employment relationship with (and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment) by the Company, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (vc) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement breach of contract and wrongful termination and claims arising under the Federal Age Discrimination in Employment Act of 1967, as amendedAct, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other federal, state or local laws prohibiting employment discrimination or claims growing out of any legal restrictions on the Company's right to terminate its employees, (d) claims made by Executive in an August 16, 2002 letter to the Company in which Executive made claims for an extra year of paid consulting, a full bonus for the Company's fiscal year 2003, extension of medical benefits and coverage beyond the period provided in the Employment Agreement, the purchase by the Company of the Executive's Providence, Rhode Island residence and payments for out-placement services, (e) payments in respect of relocation in excess of $550,000 (Five Hundred Fifty Thousand Dollars) in accordance with GTECH's Relocation Policy and (f) any claims by Executive for tax indemnification relating to Peak Technologies under Section 5(e) of the Employment Agreement. This release and covenant not to xxx also applies to all common law claims including breach of contract, fraud, negligence, negligent misrepresentation, and any other tort or contract claim, and EXCEPT AS PROVIDED IN AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN, THIS IS A FULL, COMPLETE AND GENERAL RELEASE. Executive further represents and warrants that he has not heretofore assigned any claims that he may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementhave against the Executive Releasees to any other person or entity.

Appears in 1 contract

Samples: Separation Agreement and Mutual Release (Gtech Holdings Corp)

Release by Executive. Having consulted with counsel, the Executive, Executive on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurersand assigns, and each of them, hereby fully and finally waives, releases and forever discharges the Employer, JELD-WEN Holding, inc. (“JWHI”) and any and all of their respective parents, subsidiaries, and affiliates, past and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, agents, representatives, successors and assigns (collectively, and including the collectively “Parties Released By Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries from and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from against any and all claims, actions, causes of action, rightsliability, judgments, obligations, damages, demands, accountings damage or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason loss of any matterkind whatsoever, causewhether presently known or unknown, suspected or thing whatsoever unsuspected, from the beginning of time up to and including the Effective Date of this Release (as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising from or related in any way to the date hereof (includingAgreement, without limitationthe Executive’s employment with the Employer, any Claims under any federal, state, local or foreign law that they may have, or in and/or the future may possess, arising out termination of the Executive’s employment relationship with the Employer, equity securities and service as an employeeoptions to acquire equity securities of JWHI and any shareholders or other agreement related thereto, officer including without limitation, any claims or director causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the Corporation, its parent entity (including Holdings) or any other subsidiaries law of such parent entitycontract and tort, and the termination any claims for recovery of such relationship any costs or service)attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not release, discharge apply or waive extend to any rights of the Executive, or obligations of the Employer or any of its parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, following: (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv1) any indemnification, advance or reimbursement rights right to indemnification and/or payment of related expenses that the Executive may have in accordance pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or ; (2) any rights that the Executive may have to insurance coverage under any director directors and officer officers liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result policies of the Executive’s service as an officer and employee of such entities, and Employer; (v3) any claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of applicable law. Claims arising under ADEA are addressed in Paragraph 3(c; (4) any claims for breach of this the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other agreement relating to, or option to acquire, equity securities of JWHI.

Appears in 1 contract

Samples: Waiver and Release (JELD-WEN Holding, Inc.)

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Release by Executive. Having consulted with counselIn consideration of the Company’s agreement to provide Executive the compensation and benefits described in subsections 2.1 through 2.8 above and the release set forth in section 4 below, the Executive, on behalf of himself and each of an adult individual, for himself, his respective heirs, executorspersonal representatives, administratorssuccessors and assigns, representativesdoes hereby remise, release and forever discharge the Company and all of its past, present and future officers, directors, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parentspartners, subsidiaries employee benefit plans, insurers, attorneys, divisions, parent corporations, subsidiary corporations, affiliated corporations, successors, assigns and agents all persons acting by, through, under or in concert with any of them (collectively, such entities and individuals are referred to hereinafter collectively as the “ReleaseesReleased Parties”) of and from any and all claims, manner of action or actions, cause or causes of action, rightssuits, debts, covenants, contracts, agreements, judgments, obligationsexecutions, damagesclaims, demandsdemands and expenses (including attorneys’ fees and costs) whatsoever in law or equity, accountings whether known or liabilities of whatever kind or character (collectively, “Claims”)unknown, which the Executive he has had, now has or may hereafter have against the ReleaseesReleased Parties, or any of them, for or by reason of any transaction, matter, causeevent, cause or thing whatsoever from the beginning of time occurring prior to or on the date hereof (includingof this Agreement, without limitationwhether based on tort, any Claims under express or implied contract, or any federal, statestate or local law, local statute or foreign law that they may haveregulation, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (specifically including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does but not release, discharge or waive any rights limited to (i) payments any and benefits provided under this Agreement all claims arising out of or under related to any employment, change in control or other agreement (whether oral or written) between Executive and any of the Releasees that would, by their nature, survive the termination of employment, Company; and (ii) equity any and other securities all claims arising out of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after Company, including but not limited to claims under the execution of this Agreement by ExecutiveWisconsin Family and Medical Leave Act, (iv) any indemnificationthe Federal Family and Medical Leave Act, advance or reimbursement rights the Executive may have in accordance with applicable lawWisconsin Fair Employment Act, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result Title VII of the Executive’s service Civil Rights Act of 1964, as an officer and employee of such entitiesamended, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, the Americans With Disabilities Act, the Civil Rights Act of 1991, and the applicable rules and regulations promulgated thereunder (“ADEA”) Employee Retirement Income Security Act, as amended. Nothing in the waiver or release set forth in this subsection will be construed to constitute any other waiver or release by Executive of any rights or claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.

Appears in 1 contract

Samples: Separation Agreement and Release (Sensient Technologies Corp)

Release by Executive. Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. [This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination |US-DOCS\147563257.7|| in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement.]

Appears in 1 contract

Samples: Employment Agreement (GoodRx Holdings, Inc.)

Release by Executive. Having consulted with counselIn consideration of the agreements and promises set forth herein, including the payments and benefits which Executive is eligible to receive under this Agreement and the Advisory Agreement, Executive, on behalf of himself herself and each of his respective her executors, heirs, executors, administrators, representativesrepresentatives and assigns, agents, insurershereby agrees to release and forever discharge the Company Parties and all predecessors, successors and assigns (collectivelytheir parent corporations, affiliates, related, and/or subsidiary entities, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each all of their respective past and present investors, directors, stockholders, officers, general or limited partners, members, employees, directorsattorneys, membersagents and representatives, shareholders, parents, subsidiaries and agents the employee benefit plans in which Executive is or has been a participant by virtue of her employment with or service to the Company Parties or any affiliate (collectively, the “Company Releasees”) ), from any and all claims, actionsdebts, demands, accounts, judgments, rights, causes of action, rightsequitable relief, judgmentsdamages, costs, charges, complaints, obligations, damagespromises, demandsagreements, accountings controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or liabilities of whatever kind equity, known or character unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which the Executive now has or may hereafter have had against the Releasees, such entities based on any events or any of them, by reason of any matter, cause, circumstances arising or thing whatsoever from the beginning of time occurring on or prior to the date hereof (includingor on or prior to the date hereof, without limitationarising directly or indirectly out of, any Claims under any federal, state, local or foreign law that they may haverelating to, or in the future may possess, arising out of the any other way involving in any manner whatsoever Executive’s employment relationship by or service to the Company Parties or any affiliate. Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company Parties or their affiliates or Claims for vested benefits under any employee benefit plan of the Company Parties or their affiliates; (iii) Claims for indemnity under any written indemnification agreement provided by the Company to Executive, or under the bylaws of any Company Party, as provided for by California law (including California Labor Code Section 2802) or Delaware law or under any applicable insurance policy with and service respect to Executive’s liability as an employee, director or officer (or director in a comparable capacity) of the Corporation, its parent entity Company Parties or their affiliates; (including Holdingsiv) Claims for Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing or any other subsidiaries federal, state or local government agency claims of such parent entitydiscrimination, and or from participating in an investigation or proceeding conducted by the termination of such relationship Equal Employment Opportunity Commission or service)any other federal, state or local government agency; provided, however, that the Executive does not release, discharge or waive release her right to secure any rights damages for alleged discriminatory treatment; (v) any Claim related to (i) payments and benefits provided under her right to enforce this Agreement or under the Advisory Agreement or any other agreement between Executive referenced herein or therein; and any of the Releasees that would, by their nature, survive the termination of employment, (iivi) equity and other securities of Holdings Executive’s right to communicate or rights under agreements cooperate with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementgovernment agency.

Appears in 1 contract

Samples: Employment Transition Agreement (Five Point Holdings, LLC)

Release by Executive. Having consulted with counselIn consideration of the Separation Payment and -------------------- as a material inducement to the Company, the MPAC and EnCap to enter into this Agreement, Executive, on behalf of for himself and each of his respective heirs, executors, administrators, representatives, agents, insurerstrustees, successors and assigns and any other person or entity claiming through or on behalf of Executive (collectivelysuch persons are referred to herein collectively as the "Executive Releasing Parties"), and including the Executivereleases, the “Releasors”) hereby irrevocably and unconditionally releases acquits and forever discharges (to --------------------------- the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)fullest extent permitted by applicable law), subsidiaries effective as of the Effective Date, the Company, MPAC and affiliates EnCap, and each of their respective owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, directorsrepresentatives, membersattorneys, shareholdersdivisions, parentssubsidiaries, subsidiaries affiliates, insurers, and agents all persons acting by, through, under or in concert with any of them (collectivelysuch persons are referred to herein collectively as the "Company Released Parties"), the “Releasees”) ------------------------ from any and all charges, complaints, claims, actionscontroversies, causes of actiondemands, rights, judgmentsdisputes, obligations, claims and demands for damages, demandslosses, accountings sums due, indemnity, suits, debts, interest, costs, or liabilities injuries, and causes of whatever kind action of any nature whatsoever, known or character unknown, asserted or unasserted, accrued or not accrued (collectively, “individually a "Claim" and collectively "Claims”), which ") arising prior to or existing ----- ------ at the Effective Date that any of the Executive now has Releasing Parties may have or may hereafter allege to have against any of the ReleaseesCompany Released Parties. This release includes, but is not limited to, any claim or cause of action for discrimination under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans With Disabilities Act, or any other statutory or common law cause of them, by reason of action providing rights for employees against their employers. Notwithstanding any matter, cause, or thing whatsoever from the beginning of time provision herein to the date hereof (includingcontrary, without limitation, any this release shall not apply to Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with following matters: (a) the obligations and service as an employee, officer or director agreements of the CorporationCompany, its parent entity (including Holdings) or any other subsidiaries of such parent entity, MPAC and the termination of such relationship or service); provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided EnCap under this Agreement and the enforcement of Executive=s rights hereunder; (b) the obligations of the Company as to indemnification and insurance as to any existing or future Claim involving Executive as set forth in the Certificate of Incorporation or Bylaws of the Company as they exist on the date of this Agreement; or (c) any rights of Executive under COBRA. Executive further covenants not to xxx, or assist any other agreement between Executive and person to xxx, the Company Released Parties or file, or assist any other person to file, any claim or charge with any agency complaining of the Company's action with respect to employment with the Company or any of the Releasees matters covered by the release in this Section 5. --------- Executive represents that wouldhe has not transferred or assigned, by their natureor purported to assign or transfer, survive the termination of employmentand covenants not to make any transfer or assignment, (ii) equity and other securities of Holdings to any person or rights under agreements with entity any Claim involving any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) Company Released Parties or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementportion thereof or interest therein.

Appears in 1 contract

Samples: Severance Agreement (Aroc Inc)

Release by Executive. Having consulted In consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel, the Executive, on behalf of himself Executive and each of his the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Executive Releasors”) hereby irrevocably and unconditionally releases release and forever discharges discharge the CorporationEmployer, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, members shareholders, parents, subsidiaries parents and agents (collectively, the Employer Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law law, that they the Executive Releasors may have, or in the future may possess, whether known or unknown, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) Employer or any other parents, subsidiaries of such parent entity, or affiliated companies and the termination of such relationship or service), and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does Releasors do not release, discharge or waive any (A) rights to (i) payments payments, equity, bonuses and benefits and other rights provided under this the Employment Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after are contingent upon the execution by the Executive of this Agreement by Executiveand rights under benefit plans and programs of the Employer or its affiliates, (ivB) rights to any indemnification, advance or reimbursement indemnification rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, the Employer’s governance instruments or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity Employer with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entitiesthe Employer, and (vC) claims that cannot be waived by an employee under applicable lawof their U.S. constitutional rights or privileges. This Paragraph 3(aSection 2(a) does not apply to any Claims that the Executive Releasors may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law). Claims arising under ADEA are addressed in Paragraph 3(cSection 2(b) of this Agreement.

Appears in 1 contract

Samples: Letter Agreement (Felicitex Therapeutics Inc.)

Release by Executive. Having consulted with counselExecutive acknowledges that the payments and benefits made under the terms of the Agreement, as set forth in Appendix A thereto, are sufficient to support this Release. Executive also acknowledges that the payment of the compensation and benefits described in paragraphs A through G of Appendix A to the Agreement is contingent upon the execution of this Release and that such payments and benefits are in addition to any other wages or benefits to which Executive is entitled, receipt of which is hereby acknowledged. Executive, on behalf of himself and each of himself, his respective heirs, executorsrepresentatives, administrators, representativesestates, successors and assigns, does hereby irrevocably and unconditionally remise, release and forever discharge Hibernia Corporation and Hibernia National Bank and its or their predecessors, parents, subsidiaries, affiliates, benefit plans and arrangements and its or their past, present and future officers, directors, trustees, administrators, fiduciaries, stockholders, agents, insurersemployees and attorneys, as well as the heirs, successors and assigns of any of such persons or such entities (collectively, hereinafter separately and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)collectively called "Releasees"), subsidiaries and affiliates and each from all manner of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claimssuits, actions, causes of action, rightsdamages and claims, judgmentsknown or unknown, obligationslegal or equitable, damagesthat he has, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have have, against the Releasees, or any of them, by reason of the Releasees for any matter, cause, or thing whatsoever from the beginning of time actions up to and including the date hereof (includingof this Release and the continuing effects thereof, including without limitation, any Claims under any federalclaims arising by virtue of his status as a shareholder, stateofficer, local employee and/or director of Hibernia or foreign law that they may haveout of his employment or resignation from or other termination of employment with Hibernia or out of the Employment Agreement (as defined in the Agreement) or the termination thereof. Except for the performance of the provisions of the Agreement, it is the intention of Executive to effect a general release of all such claims. This Release includes, but is not limited to, claims which were asserted, could have been asserted or could be asserted by Executive, or in the future may possesson his behalf, arising out of his employment with Hibernia or the Executive’s resignation from such employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) other termination thereof or any other subsidiaries of such parent entity, and the termination of such relationship or servicethe Employment Agreement (as defined in the Agreement); provided, howeverincluding but not limited to, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with federal or state laws, federal, state and local statutes, ordinances, executive orders, the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Employee Retirement Income Security Act of 19671974, as amended, and state or local law claims of any kind. Executive acknowledges that he may have sustained or may yet sustain damages, costs or expenses that are presently unknown and that relate to claims between him and the applicable rules Releasees released by this Release and regulations promulgated thereunder (“ADEA”) he agrees that he is waiving all such claims. For the purpose of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges this Release is intended to include in its effect, without limitation, all claims that he does not know or suspect to exist in his favor at the time he signs this Release and that this Release contemplates the extinguishment of any such claim or claims. Executive shall forever refrain and forbear from commencing, instituting or prosecuting any lawsuit, action, claim or proceeding before or in any court or arbitration proceeding against the Releasees by or naming or joining such Releasees as parties to collect or enforce any claims or causes of action which are released and discharged hereby. Executive hereby acknowledges and agrees that he has knowingly relinquished, waived and forever released any and all other claims and/or remedies that may might be available to him, including without limitation, claims for back pay, front pay, fringe benefits, contract and compensatory damages, punitive damages and attorneys' fees or expenses of litigation. The foregoing release and covenant not to sxx is not, however, intended to release or apply to, and shall not release or apply to any right of Executive to claim or receive indemnification and related benefits as an officer or director of Hibernia under any applicable law or Hibernia's Articles of Incorporation or Articles of Association or Bylaws or to claim or receive insurance coverage or to be released as a matter defended under any directors and officers insurance coverage which applies to or benefits directors and/or officers of law. Claims arising under ADEA are addressed in Paragraph 3(c) Hibernia and which applies to Executive without the purchase by Hibernia of this Agreementany additional or tail coverage.

Appears in 1 contract

Samples: Contract Buyout and Separation Agreement (Hibernia Corp)

Release by Executive. Having consulted with counsel, the Executive, Executive on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurersand assigns, and each of them, hereby fully and finally waives, releases and forever discharges the Employer, and any and all of their respective parents, subsidiaries, and affiliates, past and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, agents, representatives, successors and assigns (collectively, and including the collectively “Parties Released By Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries from and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from against any and all claims, actions, causes of action, rightsliability, judgments, obligations, damages, demands, accountings damage or liabilities of whatever kind or character (collectively, “Claims”), which the Executive now has or may hereafter have against the Releasees, or any of them, by reason loss of any matterkind whatsoever, causewhether presently known or unknown, suspected or thing whatsoever unsuspected, from the beginning of time up to and including the Effective Date of this Release (as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising from or related in any way to the date hereof (includingAgreement, without limitationthe Executive’s employment with the Employer, any Claims under any federal, state, local or foreign law that they may have, or in and/or the future may possess, arising out termination of the Executive’s employment relationship with the Employer, equity securities and service as an employeeoptions to acquire equity securities of Employer and any shareholders or other agreement related thereto, officer including without limitation, any claims or director causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the Corporation, its parent entity (including Holdings) or any other subsidiaries law of such parent entitycontract and tort, and the termination any claims for recovery of such relationship any costs or service)attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not release, discharge apply or waive extend to any rights of the Executive, or obligations of the Employer or any of its parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to (i) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, following: (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv1) any indemnification, advance or reimbursement rights right to indemnification and/or payment of related expenses that the Executive may have in accordance pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or ; (2) any rights that the Executive may have to insurance coverage under any director directors and officer officers liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result policies of the Executive’s service as an officer and employee of such entities, and Employer; (v3) any claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of applicable law; (4) any claims for breach of the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other agreement relating to, or option to acquire, equity securities of SITEL. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreement2.

Appears in 1 contract

Samples: Management Employment Agreement

Release by Executive. Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors administrators and assigns legal representatives (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, Company and its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from (and indemnifies them against) any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character character, whether known or unknown, whether now existing or hereafter arising, at law or in equity, that the Releasors may have, may have had, or may hereafter have, and that are based in whole or in part on facts existing prior to the date of this Agreement (collectively, “Claims”), which including without limitation any Claims based on Title VII of the Executive now has or may hereafter have against Civil Rights Act of 1964; the Americans With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the Releasees); the Age Discrimination in Employment Act, including claims alleging age discrimination; the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Immigration Reform and Control Act; any common law, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance, and that arise out of, or relate to, Executive’s employment with, or services for, the Company or any of them, by reason of any matter, causeits affiliates, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship employment or service)services; provided, however, that the Executive does this paragraph shall not release, discharge or waive any rights to release (i) payments and benefits provided Executive’s rights arising under or preserved by this Agreement Agreement, or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or Executive’s rights under agreements with any as a shareholder of the Releasees related to the Executive’s equity securities of Holdings, Company or (iii) benefit any claims under based on any employee benefit plans in act or omission of a Releasee which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executiveconstitutes willful misconduct, (iv) any indemnification, advance gross negligence or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementfraud.

Appears in 1 contract

Samples: Separation Agreement (Orchids Paper Products CO /DE)

Release by Executive. Having consulted with counsel, the Executive, on behalf of himself Executive hereby fully and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally forever releases and forever discharges the CorporationCompany and its parents, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective subsidiaries, including all predecessors and successors, assigns, officers, directors, trustees, employees, directorsagents and attorneys, memberspast and present (each, shareholdersan "Affiliate"), parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, rightsobligations, controversies, debts, costs, expenses, damages, judgments, obligationsorders and liabilities, damages, demands, accountings or liabilities of whatever kind or character (collectivelynature, “Claims”)direct or indirect, which the Executive now has in law, equity or may hereafter have against the Releaseesotherwise, whether known or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possessunknown, arising out of his employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. ss. 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach of contract under any state or federal law. Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against the Company or any Affiliate, and that he has not assigned any claim against the Company or any Affiliate to any other person or entity. The foregoing will not be deemed to release the Company from claims solely to enforce this Agreement or Executive’s employment relationship with 's rights under any employee benefit plan or program of the Company in which Executive participated and service under which he is due a benefit. In addition, the Company confirms that, following the Retirement Date, Executive will continue to have the same rights to indemnification for acts performed as an employee, officer or director of the CorporationCompany, or of any of its parent entity subsidiaries or affiliates, as he had immediately prior to the Retirement Date. Therefore, this Section 4 will also not be deemed to release any claim solely for indemnification under the Company's By-Laws, under any indemnification agreement between the Company and Executive or under any similar arrangement. Finally, this Section 4 will not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (including Holdingsor similar state agency) or participating in any other subsidiaries of such parent entity, and investigation conducted by the termination of such relationship Equal Employment Opportunity Commission (or servicesimilar state agency); provided, however, that the any claims by Executive does not release, discharge for personal relief in connection with such a charge or waive any rights to investigation (isuch as reinstatement or monetary damages) payments and benefits provided under this Agreement or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot would be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementbarred.

Appears in 1 contract

Samples: Retirement Agreement (Systems & Computer Technology Corp)

Release by Executive. Having consulted with counsel, the Executive, on behalf of himself and each of his respective heirs, executors, administrators, representatives, agents, insurers, successors administrators and assigns legal representatives (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, Company and its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Releasees”) from (and indemnifies them against) any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character character, whether known or unknown, whether now existing or hereafter arising, at law or in equity, that the Releasors may have, may have had, or may hereafter have, and that are based in whole or in part on facts existing prior to the date of this Agreement (collectively, “Claims”), which including without limitation any Claims based on Title VII of the Executive now has or may hereafter have against Civil Rights Act of 1964; the Americans With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the Releasees); the New York State and New York City Human Rights Laws, the New York Labor Law; the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Immigration Reform and Control Act; any common law, public policy, contract (whether oral or written, express or implied) or tort law; and any other local, state, federal or foreign law, regulation or ordinance, and that arise out of, or relate to, Executive’s employment with, or services for, the Company or any of them, by reason of any matter, causeits affiliates, or thing whatsoever from the beginning of time to the date hereof (including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Corporation, its parent entity (including Holdings) or any other subsidiaries of such parent entity, and the termination of such relationship employment or service)services; provided, however, that the Executive does this paragraph shall not release, discharge or waive any rights to release (i) payments and benefits provided Executive’s rights arising under or preserved by this Agreement Agreement, or under any other agreement between Executive and any of the Releasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or Executive’s rights under agreements with any as a shareholder of the Releasees related to the Executive’s equity securities of Holdings, Company or (iii) benefit any claims under based on any employee benefit plans in act or omission of a Releasee which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executiveconstitutes willful misconduct, (iv) any indemnification, advance gross negligence or reimbursement rights the Executive may have in accordance with applicable law, indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (v) claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims that the Executive may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may not be released as a matter of law. Claims arising under ADEA are addressed in Paragraph 3(c) of this Agreementfraud.

Appears in 1 contract

Samples: Separation Agreement (BioScrip, Inc.)

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