Release by Xxxxx. In the event of a termination of employment by Xxxxx that results in the payment of Severance Compensation to him pursuant to the terms of this Agreement, in consideration for such Severance Compensation and as a condition precedent to the payment thereof, Xxxxx hereby agrees to execute a full and complete release to the Company releasing any and all claims that he may have against the Company including any claims relating to his termination of employment.
Release by Xxxxx. If XXXXX has not redeemed all or has only redeemed part of the Bond Amount, XXXXX shall release the Bond Amount or any remaining portion of the Bond Amount to the Principal on the later of: (a) termination of the Lease; and (b) full satisfaction of Principal’s obligations under the Lease.
Release by Xxxxx. Except as to claims arising out of TRX’s promises and obligations under this Separation Agreement, Xxxxx, on behalf of himself and his spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on his behalf (collectively, “Xxxxx Parties”), does hereby irrevocably and unconditionally release, acquit and forever discharge TRX Fulfillment Services, LLC and TRX, Inc., and their subsidiaries, affiliates, directors, officers, employees, partners, agents, representatives, predecessors, successors, assigns, insurers, and attorneys (collectively, the “TRX Parties”), from any and all actions, causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages, judgments, levies and executions of any kind, whether in law or in equity, known or unknown, including but not limited to claims which the Xxxxx Parties have or have had against the TRX Parties by reason of, arising out of, related to, or resulting from Xxxxx’x employment with TRX or the termination thereof. The claims released herein specifically include, but are not limited to, any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim for defamation or other intentional or negligent conduct, and any claim arising under federal, state, or local law prohibiting race, sex, age, religion, national origin, handicap, disability or other forms of discrimination. This release specifically includes any claim which the Xxxxx Parties have or have had under Georgia state law regarding employment discrimination or wages; Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. § 1981; the Equal Pay Act; the Age Discrimination in Employment Act, as amended; the Americans with Disabilities Act; the Family and Medical Leave Act (including any reinstatement rights thereunder); the Uniformed Services Employment and Reemployment Rights Act; the Employee Polygraph Protection Act; and the Employee Retirement Income Security Act, as amended. The claims released herein also specifically include any claims for attorney’s fees or expenses of litigation arising out of any dispute between the Xxxxx Parties and the TRX Parties relating to any claim released herein. This release does not apply to (a) workers compensation or unemployment benefit claims; (b) claims arising after the Effective Date; or (c) Xxxxx’x entitlement to vested benefits under any TRX employ...
Release by Xxxxx. In consideration of the promises and undertakings made by the Company in this Agreement, Xxxxx on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby fully releases and discharges each of Holdings, Marquee, AMCE, and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from, and acknowledges full and complete satisfaction of, any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or 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 Releasees, or any of them, committed or omitted prior to the date of this Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Family and Medical Leave Act of 1993, as amended, the Missouri Human Rights Act of 1986, as amended, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the Vested Options previously granted by the Company to Xxxxx as referred to in Exhibit A he...
Release by Xxxxx a.) Xxxxx for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, and forever discharges the Company from, and agrees to indemnify the Company against, any and all arbitrations, claims (including claims for attorney’s fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Xxxxx now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to the obligations of the Company arising under this Agreement), against the Company (“Claims”), including but not limited to:
(i) any and all Claims, directly or indirectly, arising out of or relating to: (A) Xxxxx’ employment with or consulting services for the Company; and (B) Xxxxx’ resignation as president and Chief Operating Officer and any other position and/or the cessation of his employment, as described in Paragraph l of this Agreement;
(ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or disability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended (the “AD EA”), Title Vll of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112;
(iii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and
(iv) any and all claims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements; provided that he shall remain entitled to the amounts and benefits specified in Paragraph 2 above, Xxxxx agrees that he intends to release any and all worker compensation claims he may have against the Company by this Agreement, and further agrees to execute any documentation as may be reasonably required to perfect such release when presented to him by the Company.
Release by Xxxxx. In exchange for the consideration contained herein, including the Severance Benefits, Xxxxx, on behalf of himself, and his agents, spouse, heirs, executors, successors and assigns, unconditionally, fully and forever waives, releases, discharges, agrees to hold harmless, and promises not to xxx the Company and/or its Affiliates, from and for any claim, action or right of any sort, known or unknown, arising on or before the Effective Date, for any wages, salary, bonuses, equity interests (excluding any equity interests that vested prior to the Resignation Date), compensation, sick time, vacation time, paid leave or other remuneration of any kind or any claim for additional or different compensation or benefits of any sort, including severance payments or benefits pursuant to the Employment Agreement or any other agreement (including any of the amounts identified in Section 5 of the Employment Agreement), or additional or different compensation or benefits related to his resignation or termination of employment with the Company. For the avoidance of doubt, Xxxxx is not releasing his right to his base salary earned through the Resignation Date, current employment benefits through the Resignation Date, the vacation pay identified in Section 2, the Severance Pay, the COBRA Premium Payments, the Consulting Compensation described below, or vested benefits under any Company benefit plan to which Xxxxx is already entitled pursuant to applicable law or the terms OF SUCH PLANS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO DIVEST XXXXX OF ANY VESTED INTEREST OR SHARES IN THE COMPANY, EXCEPT AS MAY BE PERMITTED OR REQUIRED PURSUANT TO THE CLAWBACK PROVISION CONTAINED HEREIN. LIKEWISE, NOTHING IN THIS AGREEMENT WAIVES ANY RIGHTS XXXXX HAS UNDER THE OCTOBER 2, 2019 AMENDED AND RESTATED LETTER AGREEMENT (THE “A&R Letter Agreement”) attached hereto as Exhibit B, including any applicable indemnification rights or related agreements referenced therein. However, nothing in this Agreement or carve out in the release impairs or limits the Board or Special Committee of the Board from finding that Xxxxx is not entitled to further indemnification under applicable law.
Release by Xxxxx x. Xxxxx for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, and forever discharges the Company from, and agrees to indemnify the Company against, any and all arbitrations, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Xxxxx now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to the obligations of the Company arising under this Agreement), against the Company ("Claims"), including but not limited to:
(i) any and all Claims, directly or indirectly, arising out of or relating to: (A) Xxxxx' employment with the Company; or (B) Xxxxx' resignation as CEO and Company Chair, or any other position described in Paragraph 1 of this Agreement.
(ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or disability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112;
(iii) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and
(iv) any and all claims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements; provided that he shall remain entitled to the amounts and benefits specified in Paragraph 4 above.
b. Notwithstanding anything to the contrary in this Agreement, Xxxxx understands and acknowledges that the Company's obligation to provide the final installment of the $220,000 annual payment provided in Paragraph 4.a as consideration for his obligation under Paragraphs 6, 7, and 8 is contingent upon Xxxxx' execution of a mutually-agreeable form of release on or about the Termination Date, releasing any and all Claims, directly or indirectly, arising out of or relating to his resignation of employment and as Chairman as of the Termination Date.
x. Xxxxx understands and acknowledges that the Company does not admit any...
Release by Xxxxx. To the full extent permitted by law, Xxxxx (for himself and his spouse, executors, heirs, beneficiaries, representatives, and anyone claiming by or through Xxxxx), upon signing this Agreement, do immediately, completely, knowingly, and voluntarily, release and forever discharge, covenant not to present or to xxx, and waive any right to recover from the Company, including its predecessors, successors, affiliates, stockholders, officers, directors, agents, insurers, representatives, attorneys, auditors, assigns, and current employees and former employees, all individually and in their official capacities, (collectively the “Released Parties”) from any and all claims relating to or arising from Xxxxx’ employment and termination of employment with the Company, Board service and any act that has occurred as of the date of the execution of this Agreement, whether presently known or unknown; and that this release shall be construed as broadly as possible and shall include without limitation, the following:
(i) any and all claims relating to or arising from Xxxxx’ employment relationship with the Company and the termination of that relationship;
(ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(iii) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, the following: • The Age Discrimination in Employment Act of 1967; • The Americans with Disabilities Act of 1990; • Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; • The Consolidated Omnibus Budget Reconciliation Act of 1985; Employee Retirement Income Security Act of 1974; • The Fair Labor Standards Act of 1938; • The Family and Medical Leave Act of 1933; • The Older Workers Benefit Protection Act; the Worker Adjustment and Retraining Notification Act; • The Xxxxxxxx-Xxxxx Act of 2002; • The Texas Commission on Human Rights Act, Texas Labor Code §400.001. et seq. (specifically, §21...
Release by Xxxxx. Xxxxx personally and on behalf of his affiliates and the officers, directors, employees, stockholders and advisors of such affiliates (collectively, for the purposes of this Section 6, the "releasors"), hereby releases and discharges the Company, Vozick and Rabinovitch and their affiliates and the Company's, Vozick's and Rabinovitch's and such affiliates' respective officers, directors, stockholders, and advisors and their affiliates and their heirs, executors, administrators, successors and assigns (collectively, for the purposes of this Section 6, the "releasees") from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which, against the releasees, the releasors and releasors' heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through and including the day of the date of this release in connection with, arising out of or relating to the Company, the releasors' or the releasees' positions as directors of or employment with or ownership of securities of the Company, or transactions or relationships among the releasees, or any affiliate of any thereof, other than for breach of obligations under this Agreement, or the Consulting Agreement or the Stock Option Agreement.
Release by Xxxxx. 25 5.11 Covenants Relating to Taxes . . . . . . . . . . . . . . . . . . . . . . 25 5.12 Pooling; Tax Treatment. . . . . . . . . . . . . . . . . . . . . . . . . 25 5.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 5.14
