Release by Xxxxxxx. Xxxxxxx acknowledges and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as set forth in Sections 4 through 6 above, constitute payments which the Company is not obligated to pay Xxxxxxx, and, as such constitute sufficient consideration for the release of the Company by Xxxxxxx provided below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by the Company with respect to Xxxxxxx, (ii) the obligations of the Company in this Agreement and the benefits preserved and/or provided to Xxxxxxx in this Agreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his capacity as an officer, director or employee of the Company or of any of its subsidiaries or affiliates, Xxxxxxx, on behalf of himself and his heirs, executors, administrators, attorneys and assigns, hereby waives, generally releases and forever discharges the Company, its subsidiaries, divisions and affiliates, whether direct or indirect (including its and their respective directors, officers, employees, partners and agents, past, present, and future), and each of its and their respective successors and assigns (hereinafter collectively referred to as "Company Releasees"), from any and all known or unknown actions, causes of action, claims, damages, suits, obligations, agreements, attorneys' fees or any other liabilities of any kind whatsoever which have or could be asserted against the Company Releasees arising out of or related to: his service as an officer, director or employee of the Company and/or any of the other Company Releasees, employment with and/or separation from employment with the Company and or any of the other Company Releasees, and/or any other occurrence up to and including the date of this Agreement, including but not limited to: (i) any claim for defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim; and/or (ii) claims, actions, causes of action or liabilities of every name, nature or description arising under any federal, state, or local statute, law, ordinance or regulation; and/or (iii) claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended ("ADEA"), the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act, as amended, the Illinois Human Rights Act, as amended, and/or any other federal, state, or municipal employment discrimination statutes (including, but not limited to, claims based on age, sex attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (iv) any other claim whatsoever of every name, nature or description, including, but not limited to, claims for severance pay or severance benefits, claims based upon breach of contract, wrongful termination, retaliatory discharge. Xxxxxxx agrees that he will not commence any action or proceeding of any nature whatsoever, and that he will not seek or be entitled to any award of equitable or monetary relief in any action or proceeding brought on his behalf, that arises out of the matters released by Xxxxxxx under this Agreement.
Appears in 1 contract
Samples: General Release and Separation Agreement (Safety Kleen Corp)
Release by Xxxxxxx. Xxxxxxx acknowledges and agrees that the payments pursuant to Section 3 aboveEffective as of, and conditioned upon the provision of other benefitsoccurrence of, the Closing, except as set forth in Sections 4 through 6 above, constitute payments which the Company is not obligated to pay Xxxxxxx, and, as such constitute sufficient consideration for the release of the Company by Xxxxxxx otherwise provided below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by the Company with respect to Xxxxxxx, (ii) the obligations of the Company in this Agreement Settlement Agreement, Xxxxxxx and the benefits preserved and/or provided to Xxxxxxx in this Agreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his capacity as an officersubsidiaries, director or employee of the Company or of any of its subsidiaries or affiliatespredecessors, Xxxxxxxsuccessors, on behalf of himself and his heirs, executors, administrators, attorneys and assigns, hereby waivesall related or affiliated corporations or other entities, generally releases and forever discharges the Companyall such entities’ respective past, its subsidiariespresent and future shareholders, divisions and affiliates, whether direct or indirect (including its and their respective directors, officers, members, managers, employees, partners attorneys, advisors, representatives and/or agents (each of them individually and agentsin their official capacities) (collectively, the “Xxxxxxx Parties”) hereby release and forever discharge SUEZ- DEGS and its members, subsidiaries, predecessors, successors, and assigns, all related or affiliated corporations or other entities and all such entities’ respective past, presentpresent and future shareholders, and future)directors, and officers, members, managers, employees, attorneys, advisors, representatives and/or agents (each of its them individually and in their respective successors and assigns official capacities) (hereinafter collectively referred to as "Company Releasees")collectively, the “SUEZ-DEGS Parties”) from any and all known or unknown claims, actions, causes of action, claimsdemands, rights, damages, costs, loss of service, expenses and compensation of any kind, whether known or unknown (collectively, “Claims”), and from all suits, obligationsdebts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, attorneys' fees promises, trespasses, damages, judgments, executions, claims and demands whatsoever at law or any other liabilities in equity (collectively, “Obligations”) which Xxxxxxx has had, now has or which it could, shall or may have for, upon or by reason of any kind whatsoever which have manner, cause or could be asserted against thing whatsoever, whether equitable, legal, civil or criminal, related to or arising from (x) Excess Demurrage Charges accruing during the Company Releasees arising out of or related to: his service as an officer, director or employee of the Company and/or any of the other Company Releasees, employment with and/or separation from employment with the Company and or any of the other Company Releasees, and/or any other occurrence time period up to and including the date of this AgreementEffective Date and (y) the Idling; provided, including but however, that the foregoing release by the Xxxxxxx Parties shall not limited to:
(i) any claim for defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim; and/or
(ii) claims, actions, causes of action or liabilities of every name, nature or description arising prevent Xxxxxxx from seeking an equitable adjustment under any federal, state, or local statute, law, ordinance or regulation; and/or
(iii) claims, actions, causes of action or liabilities arising under Title VII and in accordance with the provisions of the Civil Rights Act of 1964, as amended, EMSA Agreement in the Age Discrimination in Employment Act, as amended event that boiler 41 is permanently decommissioned ("ADEA"“Decommissioning”), in which case any such equitable adjustment shall be based on the Employee Retirement Income Security Act of 1974, as amended, total cost savings from both the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act, as amended, the Illinois Human Rights Act, as amended, and/or any other federal, state, or municipal employment discrimination statutes (includingIdling and Decommissioning, but not limited to, claims based on age, sex attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliationthe Fixed Operator Fee shall be deemed to have already been reduced by an amount equal to $100,000 per annum as a credit towards such adjustment, and veteran status); and/or
(iv) any other claim whatsoever of every name, nature or description, including, but not limited to, claims for severance pay or severance benefits, claims based upon breach of contract, wrongful termination, retaliatory discharge. Xxxxxxx agrees that he will not commence any action or proceeding of any nature whatsoever, and that he will not seek or shall be entitled to any award of equitable or monetary relief in any action or proceeding brought on his behalf, a further reduction only to the extent that arises out of the matters released by Xxxxxxx under this Agreementsuch total cost savings per annum exceed such deemed reduction.
Appears in 1 contract
Samples: Release and Settlement Agreement
Release by Xxxxxxx. Xxxxxxx acknowledges Except as to the representations, warranties and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as obligations set forth in Sections 4 through 6 aboveand arising from this Agreement, constitute payments which the Company is not obligated to pay Xxxxxxxand as otherwise provided herein, and, as such constitute sufficient consideration for the release upon receipt of the Company by Xxxxxxx provided Initial Payment defined in Paragraph 4 below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by the Company with respect to Xxxxxxx, (ii) the obligations of the Company in this Agreement and the benefits preserved and/or provided to Xxxxxxx in this Agreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his capacity as an officer, director or employee of the Company or of any of its subsidiaries or affiliates, Xxxxxxx, on behalf of himself and his heirsaffiliates, executorsincluding without limitation M.N. Xxxxxxx, administratorsInc., attorneys hereby fully and forever releases, discharges and covenants not to xxx CSI, or its predecessors, successors, licensees, transferees, legal representatives, trustees, beneficiaries, assigns, hereby waivesshareholders, generally releases and forever discharges the Company, its subsidiaries, divisions and affiliates, whether direct or indirect (including its and their respective directors, officers, partners, members, managers, employees, partners servants, subsidiaries, divisions, administrators, affiliates, alter egos and agentsparent corporations, pastif any, presentwith respect to any and all, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, conditional or contingent actions or causes of action, at law or in equity, suits, claims, debts, demands, contracts, covenants, liens, liabilities, losses, costs, expenses (including, without limitation, attorneys’ fees) or damages of every kind, nature and future), and each of its and their respective successors and assigns description (hereinafter collectively referred to as "Company Releasees"“Claims”), from any and all known or unknown actions, causes of action, claims, damages, suits, obligations, agreements, attorneys' fees or any other liabilities of any kind whatsoever which have or could be asserted against the Company Releasees arising out of or related to: his service as an officerrelating to the Purchase Documents, director or employee of the Company and/or Los Angeles County Action, the Orange County NCA Action, the Pending Arbitration Proceeding, the Orange County Arbitration Action, any and all allegations made in any of such proceedings, or the other Company Releasees, employment with and/or separation from employment with the Company and or any subject matter of the other Company Releasees, and/or any other occurrence up to and including the date of this Agreementthose proceedings, including but not limited to:
(i) to any claim and all Claims that were alleged or could have been alleged in such proceedings by way of complaint, cross-complaint, affirmative defense or otherwise, any claims of wrongdoing by CSI, its employees or any claimed failure of the released parties to pay sums to Xxxxxxx for defamationany reason, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or or with respect to any other common law, statutory or other claim; and/or
(ii) claims, actions, causes of action or liabilities of every name, nature or description arising under any federal, state, or local statute, law, ordinance or regulation; and/or
(iii) claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended ("ADEA"), the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act, as amended, the Illinois Human Rights Act, as amended, and/or any other federal, state, or municipal employment discrimination statutes (including, but not limited to, claims based on age, sex attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(iv) any other claim whatsoever of every name, nature or description, including, but not limited to, claims for severance pay or severance benefits, claims based upon breach of contract, wrongful termination, retaliatory discharge. Xxxxxxx agrees that he will not commence any action or proceeding of any nature matter whatsoever, and that he will not seek or be entitled to any award of equitable or monetary relief in any action or proceeding brought on his behalf, that arises out of the matters released by Xxxxxxx under this Agreement.
Appears in 1 contract
Samples: Settlement Agreement (Clean Diesel Technologies Inc)
Release by Xxxxxxx. Xxxxxxx acknowledges and agrees that the payments pursuant to Section 3 above, and the provision of other benefits, as set forth in Sections 4 through 6 above, constitute payments which the Company is not obligated to pay Xxxxxxx, and, as such constitute sufficient consideration for the release of the Company by Xxxxxxx provided below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by Except as provided below in Section 2(a)(ii), Xxxxxxx knowingly and voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and the Company's past and present subsidiaries and affiliates, together with respect to Xxxxxxxall of their respective past and present directors, (ii) the obligations managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any of the Company foregoing in this Agreement and the benefits preserved and/or provided to Xxxxxxx in this Agreement and (iii) any obligation which the Company has under and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his their capacity as an officer, director a shareholder or employee agent of the Company or of any of its subsidiaries or affiliatesaffiliates (collectively, Xxxxxxx, on behalf of himself and his heirs, executors, administrators, attorneys and assigns, hereby waives, generally releases and forever discharges the Company, its subsidiaries, divisions and affiliates, whether direct or indirect (including its and their respective directors, officers, employees, partners and agents, past, present, and future), and each of its and their respective successors and assigns (hereinafter collectively referred to as "Company Releasees"), ) from any and all known or unknown actionsclaims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, claims, damages, suits, obligations, agreements, attorneys' fees or any other fees, damages and liabilities of any kind nature whatsoever, known or unknown, suspected or unsuspected, which Xxxxxxx or his executors, administrators, successors in interest or assigns now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever which prior to the date of execution of this Agreement, and without limiting the generality of the foregoing, from all claims, demands, and causes of action based upon, relating to, or arising out of Xxxxxxx'x employment relationship or other relationship with the Company (including without limitation, as a stockholder of the Company) and/or any of the Releasees and the termination of that relationship, and whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity (the "Company Release"), even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION, WHETHER SIMPLE, GROSS, SOLE, OR CONCURRENT, by Releasees. Xxxxxxx represents and covenants that Xxxxxxx has not filed, initiated or could caused to be asserted filed or initiated, any claim, charge, suit, complaint, grievance, action or cause of action against the Company Releasees or any of the Releasees, and agrees not to xxx or to join any other person in bringing suit against any of the Releasees, arising out of or related to: his service as an officer, director relating in any way to Xxxxxxx'x employment or employee of the Company and/or any of the other Company Releasees, employment with and/or separation from employment relationship with the Company and or any of the other Company Releasees, and/or any other occurrence up or the termination thereof. This release specifically extends, without limitation, to and including the date of this Agreement, including but not limited to:
(i) any claim for defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim; and/or
(ii) claims, actions, causes of action or liabilities of every name, nature or description claims arising under any federal, state, or local statute, law, ordinance statute or regulation; and/or
(iii) claims, actionsincluding the Age Discrimination in Employment Act of 1967, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Act of 1991, the Age Discrimination in Employment Act, as amended ("ADEA")Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and the Family Medical Leave Act of 1993, each as amended, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act, as amended, the Illinois Human Rights Act, as amended, and/or or any other federal, statestate or local statute, regulation, ordinance or common law in any country, territory, or municipal employment discrimination statutes jurisdiction, or under any policy, agreement, understanding or promise, whether written or oral, formal or informal, between any of the Releasees and Xxxxxxx.
(includingii) Nothing herein shall be deemed to release any of Xxxxxxx'x rights under this Agreement.
(iii) Xxxxxxx represents that the Company has advised him to consult with an attorney of his choosing prior to signing this Agreement. Xxxxxxx further represents that he understands and agrees that he has the right to have this Agreement and, but not limited tospecifically, claims based on agethe Company Release, sex attainment reviewed by an attorney of benefit plan rightsXxxxxxx'x choice and that he has in fact reviewed this Agreement and, racespecifically, religionthe Company Release, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliationwith an attorney of his choice. Xxxxxxx further represents that he understands and agrees that the Company is under no obligation to offer him this Agreement, and veteran status)that Xxxxxxx is under no obligation to consent to the Company Release, that he has entered into this Agreement freely and voluntarily, and that this Agreement and the Company Release are fair, adequate and reasonable. Xxxxxxx is not relying upon any representations or statements made by any of the Releasees regarding this Agreement or its preparation, except to the extent such representations are expressly incorporated herein. Xxxxxxx is not relying upon a legal duty, if one exists, on the part of any of the Releasees to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that Xxxxxxx and the Releasees shall never assert any failure to disclose information on the part of any other person as a ground for challenging this Agreement; and/orprovided, however, that, so long as Xxxxxxx remains a holder of the Company's common stock, the Company shall remain under all disclosure obligations to stockholders required under applicable law.
(iv) any Xxxxxxx shall have 21 days to consider this Agreement and once he has signed this Agreement, Xxxxxxx shall have seven additional days from the date of execution to revoke his consent to the Company Release set forth above. Any such revocation shall be made by delivering written notification to the Board, in care of the Chairman of the Board, no later than 5:00 p.m. on the seventh (7th) day after Xxxxxxx signs this Agreement. In the event that Xxxxxxx revokes his Company Release, all the terms of the other claim whatsoever sections and subsections of every namethis Agreement shall be null and void and shall not become effective. If no such revocation occurs, nature or description, including, but not limited to, claims for severance pay or severance benefits, claims based upon breach the Company Release and this Agreement shall become effective as of contract, wrongful termination, retaliatory discharge. the eighth day after the date Xxxxxxx signs this Agreement.
(v) Xxxxxxx agrees that he will not commence neither this Agreement nor the furnishing of consideration for the Release shall be deemed or construed at any action or proceeding time for any purpose as an admission by Employer of any nature whatsoeverliability, and that he will not seek wrongdoing, or be entitled to unlawful conduct of any award of equitable or monetary relief in any action or proceeding brought on his behalf, that arises out of the matters released by Xxxxxxx under this Agreementkind.
Appears in 1 contract
Samples: Separation and Release Agreement (Petrie Parkman & Co., Inc.)
Release by Xxxxxxx. Xxxxxxx acknowledges and agrees that In consideration for the payments obligation of the Company to pay compensation pursuant to Section 3 above2(a), Section 2(b) and Section 2(c), the continued engagement of Xxxxxxx pursuant to Section 1(b) of the Resignation Agreement, and the provision agreement of other benefits, as set forth in Sections 4 through 6 above, constitute payments which the Company is not obligated to pay Xxxxxxx, and, as such constitute sufficient consideration for the release of the Company by Xxxxxxx provided below. For the consideration detailed above, which Xxxxxxx acknowledges as being sufficient to support the release contained herein, and except for (i) any criminal act or act of willful misconduct by the Company with respect to the vesting of Equity Grants pursuant to Section 3 of the Resignation Agreement, and subject to and conditioned upon the payment by the Company to Xxxxxxx of the cash payment as set forth in Section 2(a) of the Resignation Agreement and the issuance by the Company to Xxxxxxx of the shares of Common Stock of the Company as set forth in Section 2 of the Resignation Agreement, Xxxxxxx, on behalf of herself and her heirs, executors, administrators, successors, assigns, and any other person claiming by, through, or under her, voluntarily and knowingly waives, releases and discharges the Company, its subsidiaries and their direct and indirect affiliates, and their past, present, and future respective successors, assigns, divisions, representatives, agents, officers, directors, stockholders, contractors, and attorneys (and their attorneys employees, agents, and contractors) from any claims, demands and/or causes of action whatsoever, presently known or unknown, that are based upon facts occurring on or prior to the Release Date, under the Age Discrimination in Employment Act of 1967, the Older Workers Benefits Protection Act of 1990, or any other statute concerning age discrimination. Such release does not, however, reach the Company’s obligations pursuant to the Resignation Agreement, none of which are released hereby but are hereby preserved. However, Xxxxxxx does not release or waive and expressly preserves all her rights: (i) under the Resignation Agreement and its Exhibits, (ii) all her rights to enforce the Resignation Agreement and this Release and the Company’s obligations thereunder, (iii) the obligations of the Company in this Agreement for salary owed through February 2, 2013 and the benefits preserved and/or provided consultation compensation through August 31, 2013, (iv) Xxxxxxx’x rights to Xxxxxxx in this Agreement indemnity, contribution and a defense with respect to any Company related claim under any statute, agreement or Company governance document such as a by-law or its Certificate of Incorporation, (iiiv) any obligation which coverage and right to payment of health care costs under the Company has under health, medical, dental and in accordance with its By-Laws as currently in effect (whether or not covered by insurance) to indemnify Xxxxxxx in his capacity as an officer, director or employee vision plans of the Company or of any of its subsidiaries or affiliates, Xxxxxxx, on behalf of himself and his heirs, executors, administrators, attorneys and assigns, hereby waives, generally releases and forever discharges the Company, its subsidiaries(vi) any business or travel expenses required to be reimbursed pursuant to the Company’s policies and practices, divisions and affiliates(vii) the terms of any applicable general liability, whether direct or indirect (including its and their respective directors, officers, employees, partners and agents, past, presentfiduciary, and future)directors and officers insurance coverage, (viii) her rights as a shareholder, and each of its and their respective successors and assigns (hereinafter collectively referred to as "Company Releasees"), from any and all known or unknown actions, causes of action, claims, damages, suits, obligations, agreements, attorneys' fees or any other liabilities of any kind whatsoever which have or could be asserted against the Company Releasees arising out of or related to: his service as an officer, director or employee of the Company and/or any of the other Company Releasees, employment with and/or separation from employment with the Company and or any of the other Company Releasees, and/or any other occurrence up to and including the date of this Agreement, including but not limited to:
(ix) any claim for defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim; and/or
(ii) claims, actions, causes of action or liabilities of every name, nature or description arising under any federal, state, or local statute, law, ordinance or regulation; and/or
(iii) claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended ("ADEA"), the Employee Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Americans with Disabilities Act, as amended, the Illinois Human Rights Act, as amended, and/or any other federal, state, or municipal employment discrimination statutes (including, but not limited to, claims based on age, sex attainment of benefit plan her rights, raceif any, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(iv) any other claim whatsoever to payment of every name, nature or description, including, accrued but not limited to, claims for severance pay or severance benefits, claims based upon breach of contract, wrongful termination, retaliatory discharge. Xxxxxxx agrees that he will not commence any action or proceeding of any nature whatsoever, and that he will not seek or be entitled to any award of equitable or monetary relief in any action or proceeding brought on his behalf, that arises out of the matters released by Xxxxxxx under this Agreementunused vacation.
Appears in 1 contract
